Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Page | ||||
| (a) | 1. | FINANCIAL STATEMENTS | ||
| Reports of Independent Registered Public Accounting Firm | F-1 and F-2 | |||
| Consolidated Balance Sheets as of December 31, 2016 and 2015 | F-3 | |||
| Consolidated Statements of Earnings for the Years Ended December 31, 2016, 2015 and 2014 | F-4 | |||
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014 | F-5 | |||
| Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015 and 2014 | F-6 and F-7 | |||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 | F-8 | |||
| Notes to Consolidated Financial Statements | F-9 through F-19 | |||
| 2. | FINANCIAL STATEMENT SCHEDULES | |||
| Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statements or notes thereto. | ||||
| 3. | EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS |
The following list is a subset of the list of exhibits described below and contains all compensatory plans, contracts or arrangements in which any director or executive officer of Expeditors is a participant, unless the method of allocation of benefits thereunder is the same for management and non-management participants:
| (1) | Form of Employment Agreement executed by Jeffrey S. Musser, Expeditors' President and Chief Executive Officer. See Exhibit 10.23. |
| (2) | Form of Employment Agreement executed by Expeditors' Chief Financial Officer. See Exhibit 10.25. |
| (3) | Form of Employment Agreement executed by Expeditors' President, Global Products. See Exhibit 10.27. |
| (4) | Expeditors' Amended 1993 Directors’ Non-Qualified Stock Option Plan. See Exhibit 10.39. |
| (5) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 1993 Directors’ Non-Qualified Stock Option Plan. See Exhibit 10.9. |
| (6) | Expeditors' 2008 Executive Incentive Compensation Plan. See Exhibit 10.35. |
| (7) | Expeditors' 2014 Directors’ Restricted Stock Plan. See Exhibit 10.36. |
| (8) | Expeditors' 2002 Employee Stock Purchase Plan. See Exhibit 10.42. |
| (9) | Expeditors' amendment to the 2002 Employee Stock Purchase Plan. See Exhibit 10.42.1 |
| (10) | Expeditors' 2006 Stock Option Plan. See Exhibit 10.47. |
| (11) | Form of Stock Option Agreement used in connection with Incentive options granted under Expeditors' 2006 Stock Option Plan. See Exhibit 10.48. |
| (12) | Expeditors' 2007 Stock Option Plan. See Exhibit 10.49. |
| 29.
| (13) | Form of Stock Option Agreement used in connection with Incentive options granted under Expeditors' 2007 Stock Option Plan. See Exhibit 10.50. |
| (14) | Expeditors' 2008 Stock Option Plan. See Exhibit 10.51. |
| (15) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2008 Stock Option Plan. See Exhibit 10.52. |
| (16) | Expeditors' 2009 Stock Option Plan. See Exhibit 10.53. |
| (17) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2009 Stock Option Plan. See Exhibit 10.54. |
| (18) | Expeditors' 2010 Stock Option Plan. See Exhibit 10.55. |
| (19) | Form of Stock Option Agreement used in connection with options granted under Expeditors’ 2010 Stock Option Plan. See Exhibit 10.56. |
| (20) | Expeditors' 2011 Stock Option Plan. See Exhibit 10.57. |
| (21) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2011 Stock Option Plan. See Exhibit 10.58. |
| (22) | Expeditors' 2012 Stock Option Plan. See Exhibit 10.59. |
| (23) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2012 Stock Option Plan. See Exhibit 10.60. |
| (24) | Expeditors' 2013 Stock Option Plan. See Exhibit 10.61. |
| (25) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2013 Stock Option Plan. See Exhibit 10.62. |
| (26) | Expeditors' 2014 Stock Option Plan. See Exhibit 10.63. |
| (27) | Form of Stock Option Agreement used in connection with options granted under Expeditors; 2014 Stock Option Plan. See Exhibit 10.64. |
| (28) | Expeditors' 2015 Stock Option Plan. See Exhibit 10.65. |
| (29) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2015 Stock Option Plan. See Exhibit 10.66. |
| (30) | Expeditors' 2016 Stock Option Plan. See Exhibit 10.67. |
| (31) | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2016 Stock Option Plan. See Exhibit 10.67. |
(b)EXHIBITS
| Exhibit Number | Exhibit | ||
| 3.1 | Expeditors' Restated Articles of Incorporation and the Articles of Amendment thereto dated December 9, 1993. (Incorporated by reference to Exhibit 3.1 to Form 10-K, filed on or about March 31, 1995.) | ||
| 3.1.1 | Articles of Amendment to the Restated Articles of Incorporation dated November 12, 1996. (Incorporated by reference to Exhibit 3.1.1 to Form 10-K, filed on or about March 31, 1997.) | ||
| 3.1.2 | Articles of Amendment to the Restated Articles of Incorporation dated May 20, 1999. (Incorporated by reference to Exhibit 3.1.2 to Form 10-K, filed on or about March 28, 2003.) | ||
| 3.1.3 | Articles of Amendment to the Restated Articles of Incorporation dated June 12, 2002. (Incorporated by reference to Exhibit 3.1.3 to Form 10-K, filed on or about March 28, 2003.) | ||
| 3.1.4 | Articles of Amendment to the Restated Articles of Incorporation dated August 2, 2006. (Incorporated by reference to Exhibit 3.1.4 to Form 10-K, filed on or about February 27, 2013.) | ||
| 3.2 | Expeditors' Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to Form 8-K, filed on or about May 6, 2016.) | ||
| 10.9 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 1993 Directors’ Non-Qualified Stock Option Plan. (Incorporated by reference to Exhibit 10.9 to Form 10-K, filed on or about March 28, 1994.) | ||
| 10.23 | Form of Employment Agreement executed by Jeffrey S. Musser, Expeditors' President and Chief Executive Officer dated December 31, 2008. (Incorporated by reference to Exhibit 10.23 to Form 10-K, filed on or about February 26, 2015.) | ||
| 10.25 | Form of Employment Agreement executed by Expeditors' Chief Financial Officer dated December 31, 2008. (Incorporated by reference to Exhibit 10.25 to Form 10-K, filed on or about February 27, 2009.) | ||
| 10.27 | Form of Employment Agreement executed by Expeditors' President, Global Products. (Incorporated by reference to Exhibit 10.27 to Form 10-Q, filed on or about August 6, 2015.) | ||
| 10.35 | Expeditors' 2008 Executive Incentive Compensation Plan. (Incorporated by reference to Appendix C of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.) | ||
| 10.36 | Expeditors' 2014 Directors’ Restricted Stock Plan. (Incorporated by reference to Appendix D of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2014.) | ||
| 10.39 | Expeditors' Amended 1993 Directors’ Non-Qualified Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 28, 2001.) | ||
| 10.39.1 | Amendment to Amended 1993 Directors’ Non-Qualified Stock Option Plan (Incorporated by reference to Exhibit 10.39.1 to Form 10-Q filed on or about August 9, 2007.) | ||
| 10.42 | Expeditors' 2002 Employee Stock Purchase Plan. (Incorporated by reference to Appendix C of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2014.) | ||
| 10.42.1 | Expeditors' amendment to the 2002 Employee Stock Purchase Plan. (Incorporated by reference to Appendix C of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2014.) |
| 30.
| 10.47 | Expeditors' 2006 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 4, 2006.) | ||
| 10.48 | Form of Stock Option Agreement used in connection with Incentive options granted under Expeditors' 2006 Stock Option Plan. (Incorporated by reference to Exhibit 10.48 to Form 10-K filed on or about March 1, 2007.) | ||
| 10.49 | Expeditors' 2007 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 30, 2007.) | ||
| 10.50 | Form of Stock Option Agreement used in connection with Incentive options granted under Expeditors' 2007 Stock Option Plan. (Incorporated by reference to Exhibit 10.50 to Form 10-K filed on or about February 9, 2008.) | ||
| 10.51 | Expeditors' 2008 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.) | ||
| 10.52 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2008 Stock Option Plan. (Incorporated by reference to Exhibit 10.52 to Form 10-K filed on or about February 27, 2009.) | ||
| 10.53 | Expeditors' 2009 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2009.) | ||
| 10.54 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2009 Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on or about May 11, 2009.) | ||
| 10.55 | Expeditors' 2010 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 19, 2010.) | ||
| 10.56 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2010 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 19, 2010.) | ||
| 10.57 | Expeditors' 2011 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 18, 2011.) | ||
| 10.58 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2011 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 18, 2011.) | ||
| 10.59 | Expeditors' 2012 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2012.) | ||
| 10.60 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2012 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 20, 2012.) | ||
| 10.61 | Expeditors' 2013 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 29, 2013.) | ||
| 10.62 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2013 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 29, 2013.) | ||
| 10.63 | Expeditors' 2014 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2014.) | ||
| 10.64 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2014 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2014.) | ||
| 10.65 | Expeditors' 2015 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 9, 2015.) | ||
| 10.66 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2015 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 9, 2015.) | ||
| 10.67 | Expeditors' 2016 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 24, 2016.) | ||
| 10.68 | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2016 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 24, 2016.) | ||
| 21.1 | Subsidiaries of the registrant. | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 31.
| 101.INS | XBRL Instance Document. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
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