EXPEDITORS INTERNATIONAL OF WASHINGTON INC
10-Q, 1997-05-15
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 March 31, 1997

                                          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 April 30, 1997, the number of shares outstanding of the issuer's 
Common Stock was 24,293,539.

                                           
                                 Page 1 of 15 pages.

                        The Exhibit Index appears on page 15.

                                         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)

                                               March 31,  December 31,
ASSETS                                           1997         1996    
                                              ----------  ------------
                                              (Unaudited) 
Current assets:
    Cash and cash equivalents                 $    43,677    36,966
    Short term investments                            348       357
    Accounts receivable, less allowance
      for doubtful accounts of $5,438 
      at March 31, 1997 and $5,047 at 
      December 31, 1996                           165,713   168,763
    Deferred Federal and state taxes                5,397     4,854
    Other current assets                            4,704     4,503
                                              -----------   -------
         Total current assets                 $   219,839   215,443

Property and equipment, less accumulated
  depreciation and amortization of 
  $29,827 at March 31, 1997 and $28,368 at
  December 31, 1996                                49,205    46,246
Other assets, net                                   9,528    10,297
                                              -----------   -------
                                              $   278,572   271,986
                                              -----------   -------
                                              -----------   -------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:    
    Short term borrowings                           2,881     3,452
    Accounts payable                              107,155   101,670
    Income taxes                                    7,049     5,659
    Other current liabilities                      15,435    21,194
                                              -----------   -------
         Total current liabilities                132,520   131,975


Shareholders' equity:
    Preferred stock, par value $.01 
         per share. Authorized 2,000,000 
         shares; none issued                           --        --
    Common stock, par value $.01 per share.
         Authorized 80,000,000 shares; issued
         and outstanding 24,293,439 shares at
         March 31, 1997, and 24,212,946 at
         December 31, 1996                            243       242
    Additional paid-in capital                     14,169    13,179
    Retained earnings                             128,856   123,258
    Equity adjustments from foreign 
         currency translation                       2,784     3,332
                                              -----------   -------
         Total shareholders' equity               146,052    140,011
                                              -----------   -------

                                              $   278,572   271,986
                                              -----------   -------
                                              -----------   -------

                                       2

<PAGE>

                     EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                   AND SUBSIDIARIES

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

                                     (Unaudited)

                                               Three months ended     
                                                     March 31,         
                                          ------------------------------
                                             1997                1996
                                          ----------          ----------
Revenues:
   Airfreight                             $  134,928              93,266
   Ocean freight                              39,810              29,384
   Customs brokerage and import services      21,231              15,020
                                          ----------          ----------
      Total revenues                         195,969             137,670
                                          ----------          ----------

Operating expenses:
   Airfreight consolidation                  109,304              74,454
   Ocean freight consolidation                28,947              22,484
   Salaries and related costs                 32,330              23,075
   Selling and promotion                       2,880               2,214
   Rent                                        2,411               1,783
   Depreciation and amortization               2,382               1,887
   Other                                       9,134               6,223
                                          ----------          ----------
      Total operating expenses               187,388             132,120
                                          ----------          ----------

      Operating income                         8,581               5,550

Other income, net                                461                 603
                                          ----------          ----------

      Earnings before income taxes             9,042               6,153
Income tax expense                             3,444               2,364
                                          ----------          ----------

   Net earnings                           $    5,598               3,789
                                          ----------          ----------
                                          ----------          ----------

   Net earnings per share                       $.22                $.15 
                                          ----------          ----------
                                          ----------          ----------

Weighted average number of
    common shares                         25,996,372          25,431,132
                                          ----------          ----------
                                          ----------          ----------

                                      3

<PAGE>

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

                                     (Unaudited)
                                                       Three Months Ended  
                                                             March 31, 
                                                  -----------------------------
                                                     1997               1996
                                                  ----------         ----------
Operating Activities:   

  Net earnings                                      $  5,598              3,789

  Adjustments to reconcile net earnings to
   net cash provided by operating activities:        
      Provision for losses on accounts receivable        773                368
      Deferred income tax (benefit) expense              111               (461)
      Depreciation and amortization                    2,382              1,887
      Other                                              151                103
  Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable       2,665               (257)
      Increase in other current assets                  (239)              (778)
      Increase in accounts payable and other
       current liabilities                             6,967              2,999
                                                  ----------         ----------
Net cash provided by operating activities             18,408              7,650
                                                  ----------         ----------
  
Investing Activities:
  Decrease in short-term investments                       5                260
  Purchase of property and equipment                 (11,556)            (1,622)
  Other                                                  545                130
                                                  ----------         ----------
Net cash used in investing activities                (11,006)            (1,232)
                                                  ----------         ----------
  
Financing Activities:
  Short-term borrowings, net                            (549)               (54)
  Proceeds from issuance of common stock                 507                443
  Repurchases of common stock                             (6)              (506)
                                                  ----------         ----------
Net cash used in financing activities                    (48)              (117)

Effect of exchange rate changes on cash                 (643)                85
                                                  ----------         ----------

Increase in cash and cash equivalents                  6,711              6,386

Cash and cash equivalents at beginning
  of period                                           36,966             36,142

Cash and cash equivalents at end of period          $ 43,677             42,528
                                                  ----------         ----------
                                                  ----------         ----------

                                       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 to a fair statement of the results for the interim periods 
presented.  Certain 1996 amounts have been reclassified to conform to the 
1997 presentation.  These condensed consolidated financial statements should 
be read in conjunction with the financial statements and related notes 
included in the Company's 10-K as filed with the Securities and Exchange 
Commission on or about March 31, 1997.

         In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, Earnings Per Share 
(Statement 128).  The statement establishes standards for the computation, 
presentation, and disclosure of earnings per share (EPS), replacing the 
presentation of currently required Primary EPS with a presentation of Basic 
EPS. It also requires dual presentation of Basic EPS and Diluted EPS on the 
face of the income statement for entities with complex capital structures.  
Basic EPS, unlike Primary EPS, excludes all dilution while Diluted EPS, like 
the current Fully Diluted EPS, reflects the potential dilution that could 
occur from the exercise or conversion of securities into common stock or from 
other contracts to issue common stock.  Statement 128 is effective for 
financial statements for periods ending after December 15, 1997 and earlier 
application is not permitted. The Company does not expect the impact of the 
adoption of this statement to be material to previously reported EPS amounts.<PAGE>


                                       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 domestic offices, and in many of its 
overseas 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 steamship lines, 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,

                                      6

<PAGE>

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.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER SECURITIES LITIGATION
 REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS

         Certain portions of this report of Form 10-Q contain forward-looking 
statements which must be considered in connection with the discussion of the 
important factors that could cause actual results to differ materially from 
the forward-looking statements.  In addition to risk factors identified 
elsewhere in this report, attention should be given to the factors identified 
and discussed in the report on Form 10-K filed on or about March 31, 1997. <PAGE>

                                       7

<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-month periods ended March 31, 1997 
and 1996, expressed as percentages of net revenues.  With respect to the 
Company's services other than 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 March 31,          Year ended   
                                  1997               1996           December 31, 1996
                           ---------------------  ----------------  -----------------
                                        Percent            Percent           Percent
                                         of net            of net            of net
                              Amount    revenues  Amount  revenues  Amount   revenues
                              ------    --------  ------  --------  ------   --------
                                         (Amounts in thousands)      
<S>                            <C>        <C>     <C>       <C>     <C>        <C>
Net Revenues:

Airfreight                     $25,624     44%    $18,812    46%    $ 94,954    47%
Ocean freight                   10,863     19       6,900    17       38,304    19
Customs brokerage and
  import services               21,231     37      15,020    37       69,077    34
                               -------    ---     -------   ---     --------   ---

    Net revenues                57,718    100      40,732   100      202,335   100
                               -------    ---     -------   ---     --------   ---

Operating expenses:

Salaries and related costs      32,330     56      23,075    56      108,797    54
Other                           16,807     29      12,107    30       56,113    27
                               -------    ---     -------   ---     --------   ---

    Total operating
      expenses                  49,137     85      35,182    86      164,910    81
                               -------    ---     -------   ---     --------   ---

Operating income                 8,581     15       5,550    14       37,425    19
Other income, net                  461      1         603     1        2,159     1
                               -------    ---     -------   ---     --------   ---

Earnings before 
  income taxes                   9,042     16       6,153    15       39,584    20
Income tax expense               3,444      6       2,364     6       15,321     8
                               -------    ---     -------   ---     --------   ---

    Net earnings               $ 5,598     10%   $  3,789     9%    $ 24,263    12%
                               -------    ---     -------   ---     --------   ---
                               -------    ---     -------   ---     --------   ---
</TABLE>

         Air freight net revenues increased 36% for the three-month period 
ended March 31, 1997 as compared with the same period for 1996.  This 
increase was primarily due to increased airfreight tonnage handled by the 
Company's expanding global network. 

         Ocean freight net revenues increased 57% for the three-month period 
ended March 31, 1997 as compared with the same period for 1996.  The Company 
continued to aggressively market competitive ocean freight rates primarily on 
freight moving eastbound from the Far East.  During the first quarter of 
1997, there continued to be pricing pressures on this lane.  Despite the 
falling prices, the Company was able to maintain margins and expand market 
share, a development management believes to be significant in assessing its 
strength in the

                                      8

<PAGE>

transpacific market.   The ocean forwarding business and ECMS (Expeditors 
Cargo Management Systems), the Company's ocean freight consolidation 
management and purchase order tracking service, were instrumental in helping 
the Company to expand its market share. 

    Customs brokerage and import services increased 41% for the three-month 
period ended March 31, 1997 as compared with the same period for 1996.  This 
increase is the result of 1) the Company's entry into the truck and rail 
border brokerage business in the United States, 2) the Company's growing 
reputation for providing high quality service, 3)consolidation within the 
customs brokerage market as customers seek out brokers with sophisticated 
computerized capabilities critical to an overall logistics management 
program, and 4) the growing importance of distribution services as a 
separate and distinct service which is included in this category.

    Salaries and related costs increased during the three-month period ended 
March 31, 1997 compared with the same period in 1996 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, 
remained constant 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 
strong growth in revenues, net revenue and net income for the three month 
periods ended March 31, 1997 and 1996 are a direct result of the incentives 
inherent in the Company's incentive compensation program.  

    Other operating expenses increased for the three-month period ended March 
31, 1997 as compared with the same period in 1996 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 decreased approximately 1% in the 
three-month period ended March 31, 1997, as compared with the same period in 
1996. This decrease is primarily due to economies of scale realized as the 
Company's semi-variable other operating expenses were spread over increased 
net revenues.  

         Other income, net, decreased for the three-month period ended March 
31, 1997 as compared with the same period in 1996, principally due to lower 
interest income on a smaller average cash balance during the period.  Two 
factors which reduced cash available for investment were 1) the Company's 
real estate commitments and 2) additional cash advances for duty payments in 
the newly established border brokerage business.  By the end of the period, 
and as the company gained experience with border operations, cash flow 
returned to historical levels.

         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-month period ended March 31, 1997 
remained virtually constant as compared with the same period in 1996.

                                       9

<PAGE>

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 the international 
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 international 
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.

         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 quarter of 1997 and 1996 were immaterial.  

    The Company has traditionally generated revenues from air freight, ocean 
freight and customs brokerage and 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.  

SOURCES OF GROWTH

         Acquisitions - Historically, growth through aggressive acquisition 
has proven to be a challenge for may 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, where future economic benefit significantly exceeds the 
"goodwill" recorded in the transaction.  

         On April 7, 1997, the Company completed the acquisition of SeaSky 
Express, Ltd.   This entity had served as the Company's exclusive agent in 
Ireland.  The Company paid approximately $8.5 million dollars for all of the 
outstanding shares

                                      10

<PAGE>

of Seasky Express, Ltd. and its wholly-owned subsidiaries. In connection with 
this transaction, the Company recorded approximately $5 million in "Goodwill" 
which the Company intends to amortize over 40 years. The strategic 
motivations for this acquisition included 1) obtaining expertise in European 
road freight, 2) establishing a clear identity and presence in this key 
market and 3) a reluctance to risk the loss of customers inherent in starting 
a new venture which would compete with an established and motivated "former 
agent." 

          Office Openings - The Company opened twelve start-up offices during 
the first quarter of 1997. 

North                                            Indian
America       Europe              Africa         Sub-continent
- -------       ------              ------         -------------
Buffalo, NY   Paris, France       Capetown, RSA  Bombay (Mumbai),India
Dearborn, MI  Epinal, France      
Nogales, AZ   Lyon, France        
Laredo, TX    Lille, France
El Paso, TX   Swindon, U.K.

         Internal Growth - Management believes that a comparison of "same 
store"  growth is critical in the evaluation of the quality and extent of the 
Company's internally generated growth.  This "same store" analysis isolates 
the financial contributions from offices that have been included in the 
Company's operating results for at least one full year.   The table below 
presents same store comparisons for the first quarter of 1997 (which is the 
measure of any increase from the same quarter of 1996) and for the first 
quarter of 1996 (which measures growth over 1995).

                      For the three months
                        ended March 31,
                      1997            1996
                      ----            ----
Net revenue             30%             18%
Operating income        50%             20%


LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal source of liquidity is cash generated from 
operations.  At March 31, 1997, working capital was $87.3 million, including 
cash and short-term investments of $44 million.  The Company had no long-term 
debt at March 31, 1997.  While the nature of its business does not require an 
extensive investment in property and equipment, the Company is actively 
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 $30 million on property and equipment in 1997, 
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 $30 million.  At March 31, 1997, the 
Company was directly liable for $2.9 million drawn on these lines of credit 
and was contingently liable for an additional $14.2 million from standby 
letters of credit.  In addition, the Company maintains a bank facility with 
its U.K. bank for $8.2 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

                                      11

<PAGE>

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. 

                                      12

<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    
         -------        -----------

         Exhibit 27     Financial Data Schedule, EDGAR filing only.
         
  (b)    Reports on Form 8-K

         No reports on Form 8-K were filed in the quarter ended March 31, 1997.

                                       13

<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.




May 9, 1997        /S/ PETER J. ROSE                                  
                   --------------------------------------------
                   Peter J. Rose, Chairman 
                    and Chief Executive Officer
                   (Principal Executive Officer)




May 9, 1997        /S/ R. JORDAN GATES                          
                   --------------------------------------------
                   R. Jordan Gates, Chief Financial Officer
                    and Treasurer
                   (Principal Financial and Accounting Officer)<PAGE>

                                      14

<PAGE>

                     EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
                                   AND SUBSIDIARIES

                             Form 10-Q Index and Exhibits

                                    March 31, 1997


Exhibit
Number   Description                                            Page Number
- -------  -----------                                            -----------
 27.     Financial Data Schedule (Fiiled Electronically Only).




<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 MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          43,677
<SECURITIES>                                       348
<RECEIVABLES>                                  165,713
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               219,839
<PP&E>                                          49,205
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 278,572
<CURRENT-LIABILITIES>                          132,520
<BONDS>                                              0
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