Form 8-K

8-K — EXPEDITORS INTERNATIONAL OF WASHINGTON INC

Accession: 0001193125-26-205511

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000746515

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — expd-20260505.htm (Primary)

EX-99.1 (expd-ex99_1.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of Registrant as Specified in Its Charter)

Washington

001-41871

91-1069248

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3545 Factoria Blvd SE

Sterling Plaza 2

3rd Floor

Bellevue, Washington

98006

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 206 674-3400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

EXPD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing first quarter 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1

Press release, dated May 5, 2026 issued by Expeditors International of Washington, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Date:

May 5, 2026

By:

/s/ David A. Hackett

David A. Hackett, Senior Vice President and Chief Financial Officer

EX-99.1

Filename: expd-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

EARNINGS RELEASE

By:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

CONTACTS:

Daniel R. Wall

David A. Hackett

Geoffrey Buscher

President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

Director - Investor Relations

(206) 674-3455

(206) 674-3400

(206) 892-4510

FOR IMMEDIATE RELEASE

EXPEDITORS REPORTS FIRST QUARTER 2026 EPS OF $1.71

BELLEVUE, WASHINGTON - May 5, 2026, Expeditors International of Washington, Inc. (NYSE:EXPD) today announced first quarter 2026 financial results including the following comparisons to the same quarter of 2025:

•

Diluted Net Earnings Attributable to Shareholders per share (EPS1) increased 16% to $1.71

•

Net Earnings Attributable to Shareholders increased 13% to $230 million

•

Operating Income increased 11% to $295 million

•

Revenues increased 4% to $2.8 billion

•

Airfreight tonnage increased 5% and ocean container volume decreased 4%

•

Customs, Transcon, Distribution, and Order Management each achieved double-digit revenue growth

•

Cash returned to shareholders in the form of share repurchases was $288 million

Daniel R. Wall, President and Chief Executive Officer, commented:

“During a period marked by significant disruption in the final month of the quarter, we continued to demonstrate our ability to bring solutions to our customers. This quarter also demonstrates the resilience of our non-asset-based model, as we grew revenues and margins in most of our products and geographies. We relied heavily on the hard work of our people, especially those close to the conflict in the Middle East. We were well prepared for disruption and adapted quickly. As soon as hostilities began, we developed strategies and solutions for our customers to keep freight moving out of and around impacted areas. In periods of heightened disruption, our teams demonstrate their capabilities and advance our aspiration to be the world's most trusted and valued logistics provider. I want to thank our people for their dedication and focus during this challenging time.”

Q1 2026 Operational Highlights

Airfreight services: “Airfreight gross margins increased sequentially from the fourth quarter of 2025 on higher per-kilo profitability, from higher rates and a more stable balance between sell and buy pricing for the first two months of the quarter, as air capacity was less constrained until the conflict in the Middle East began. Airfreight tonnage increased from the first quarter of 2025 as demand from technology customers remained strong. We remained agile and focused on risk management while also managing buy and sell rates during this dynamic time.”

Ocean freight and ocean services: “As expected, the imbalance of global capacity versus demand, which we began to see in the latter half of 2025, continued to impact the ocean industry and led to a decline in our ocean revenues. The decline was due to decreases in both pricing and volume compared to Q1 of 2025. We were impacted by lower average profitability per-container and volume, primarily on exports from Asia. However, with favorable buy rates and disciplined cost control, we partially offset top-line pressure.”

1Diluted earnings attributable to shareholders per share.

NOTE: See Disclaimer on Forward-Looking Statements in this release.

Customs brokerage and other services: “Higher entry volumes and complexity, along with tariff-related activity, drove revenue increases in our customs brokerage business. In addition, disciplined cost control and pricing increases led to higher gross margins, both sequentially and year-over-year. Our other products within Customs brokerage and other services all generated double-digit growth and profitability from a diverse range of geographies and business sectors, driven foremost by demand from hyperscalers and other high-value technology customers. While we manage through the ongoing global uncertainty in the ocean marketplace, our growth and profitability are well balanced by the growth in these other products.

“Looking ahead, we expect the freight environment to remain highly unpredictable, as global events and macroeconomic concerns weigh on our customers and our industry. The air market may continue to face rapid shifts in capacity, routing, pricing, and possible fuel shortages, and we expect the ocean market to remain impacted by abundant capacity and weak pricing. At the same time, our pipeline of new business is strong and we expect continued robust demand for our customs brokerage services due to elevated tariff-driven complexity, tariff refund challenges, and dynamics in the global trade environment. We will continue to work closely with our customers and carrier partners to find solutions and deliver value, while aligning our resources to maximize profitability.”

David A. Hackett, Senior Vice President and Chief Financial Officer, added:

“With headcount sequentially flat versus the prior quarter, coupled with our revenue and margin growth, we meaningfully increased our productivity from the fourth quarter of 2025 as our operating efficiency achieved our 30% historical target. In 2025, we made strategic investments in headcount aimed at higher-growth opportunities, particularly in customs brokerage, as well as essential investments in technology, including artificial intelligence. We are starting to achieve benefits from these investments, which are helping to drive our productivity gains. For a second sequential quarter, operating expenses, excluding transportation-related costs, increased less than one percent compared to the fourth quarter of 2025.”

Mr. Hackett noted that the Company generated $309 million of cash from operations and returned $288 million to shareholders via share repurchases during the first quarter of 2026.

About Expeditors International of Washington, Inc:

Expeditors is a global logistics company headquartered in Bellevue, Washington. The Company employs trained professionals in 171 district offices and numerous branch locations located on six continents linked into a seamless worldwide network through an integrated information management system. Services include the consolidation or forwarding of air and ocean freight, customs brokerage, vendor consolidation, cargo insurance, time-definite transportation, order management, warehousing and distribution and customized logistics solutions.

Disclaimer on Forward-Looking Statements:

Certain statements contained in this news release are “forward-looking statements,” based on management’s views with respect to future events and underlying assumptions that involve risks and uncertainties. These forward-looking statements include statements regarding the resilience of our non-asset-based model; strategies and solutions to keep customer freight moving out of and around impacted areas; our aspiration to be the most trusted and valued logistics company in the world; our disciplined cost control; a strong pipeline of new business and diverse areas of growth; robust demand for our customs brokerage services; our ability to work closely with our customers and carrier partners to find solutions and deliver value, while aligning our resources to maximize profitability; and our ability to achieve benefits from investments in technology, including artificial intelligence to help drive productivity gains. Future financial performance could differ materially because of factors such as: geopolitical uncertainty; national policy changes on tariffs and other similar measures; new capacity in the marketplace; longer ocean transit times; e-commerce demand in the air market; volatile rates; the price of fuel or fuel shortages; our ability to deliver differentiated performance because of our customer service culture and compensation model; our ability to continue to process an increasing number of more complex customs clearances; and our ability to remain a strong, healthy, unified and resilient organization. Port actions, other labor disruptions, tariffs, and the current uncertainty in the global economy could have the effect of heightening many of the other risks described in Item 1A of our Annual Report on Form 10-K, including, without limitation, those related to the success of our strategy and desire to maintain historical unitary profitability, our ability to attract and retain customers, our ability to manage costs, interruptions to our information technology systems, the ability of third-party providers to perform, and potential litigation and contingencies, including risks associated with tax audits, as updated by our reports on Form 10-Q, filed with the Securities and Exchange Commission. These and other factors are discussed in the Company’s regulatory filings with the Securities and Exchange Commission, including those in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the Company’s most recent Form 10-Q. The forward-looking statements contained in this news release speak only as of this date and the Company does not assume any obligation to update them except as required by law.

NOTE: See Disclaimer on Forward-Looking Statements in this release.

Expeditors International of Washington, Inc.

First Quarter 2026 Earnings Release, May 5, 2026

Financial Summary for three months ended March 31, 2026 and 2025 (Unaudited)

(in 000's of US dollars except share data)

Three months ended March 31,

2026

2025

% Change

Revenues

2,782,962

2,666,419

Directly related cost of transportation and other expenses 1

1,811,151

1,776,675

Salaries and other operating expenses 2

676,983

623,886

Operating income

294,828

265,858

11%

Net earnings attributable to shareholders

229,610

203,795

13%

Diluted earnings attributable to shareholders per share

1.71

1.47

16%

Basic earnings attributable to shareholders per share

1.72

1.48

16%

Diluted weighted average shares outstanding

134,076

138,435

Basic weighted average shares outstanding

133,543

137,833

1Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.

2Salaries and other operating expenses totals Salaries and related, Rent and occupancy, Depreciation and amortization, Selling and promotion and Other as shown in the Condensed Consolidated Statements of Earnings.

During the three months ended March 31, 2026, we repurchased 2.0 million shares of common stock at an average price of $145.90. During the three months ended March 31, 2025, we repurchased 1.5 million shares of common stock at an average price of $117.29 per share.

Employee Full-time Equivalents as of March 31,

2026

2025

North America

7,524

7,098

Europe

4,204

3,935

North Asia

2,302

2,287

South Asia

2,041

1,833

Middle East, Africa and India

1,506

1,440

Latin America

892

829

Information Systems

1,498

1,358

Corporate

394

423

Total

20,361

19,203

First quarter year-over-year percentage increase (decrease) in:

2026

Airfreight

kilos

Ocean freight

FEU

January

(2)%

February

(7)%

March

(4)%

Quarter

(4)%

Investors may submit written questions via e-mail to: investor@expeditors.com. Questions received by the end of business on May 8, 2026 will be considered in management's 8-K “Responses to Selected Questions.”

NOTE: See Disclaimer on Forward-Looking Statements in this release.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

March 31, 2026

December 31, 2025

Assets:

Current Assets:

Cash and cash equivalents

1,316,497

1,314,285

Accounts receivable, less allowance for credit loss of

$7,133 at March 31, 2026 and $7,241 at December 31, 2025

2,056,808

2,021,889

Deferred contract costs

179,533

283,281

Other

99,228

136,167

Total current assets

3,652,066

3,755,622

Property and equipment, less accumulated depreciation and

amortization of $657,248 at March 31, 2026 and $651,087 at December 31, 2025

457,185

462,122

Operating lease right-of-use assets

544,496

550,162

Goodwill

7,927

Deferred income tax asset, net

102,872

101,671

Other assets, net

17,134

16,134

Total assets

4,781,680

4,893,638

Liabilities:

Current Liabilities:

Accounts payable

1,143,919

1,123,429

Accrued expenses, primarily salaries and related costs

496,370

448,055

Contract liabilities

256,902

358,386

Current portion of operating lease liabilities

113,803

110,891

Federal, state and foreign income taxes payable

30,400

32,046

Total current liabilities

2,041,394

2,072,807

Noncurrent portion of operating lease liabilities

451,178

459,698

Deferred income tax liability, net

2,483

3,040

Shareholders’ Equity:

Common stock, par value $0.01 per share. Issued and outstanding:

132,024 shares at March 31, 2026 and 133,884 shares at December 31, 2025

1,320

1,339

Additional paid-in capital

—

Retained earnings

2,479,067

2,538,455

Accumulated other comprehensive loss

(196,017

)

(184,161

)

Total shareholders’ equity

2,284,370

2,355,633

Noncontrolling interest

2,255

2,460

Total equity

2,286,625

2,358,093

Total liabilities and equity

4,781,680

4,893,638

5-May-2026 Expeditors International of Washington, Inc. Page 4 of 7

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(In thousands, except per share data)

(Unaudited)

Three months ended March 31,

2026

2025

Revenues:

Airfreight services

1,030,863

901,760

Ocean freight and ocean services

598,884

781,665

Customs brokerage and other services

1,153,215

982,994

Total revenues

2,782,962

2,666,419

Operating Expenses:

Airfreight services

769,483

648,494

Ocean freight and ocean services

416,021

573,901

Customs brokerage and other services

625,647

554,280

Salaries and related

499,571

457,937

Rent and occupancy

68,456

64,343

Depreciation and amortization

13,875

14,604

Selling and promotion

10,371

8,574

Other

84,710

78,428

Total operating expenses

2,488,134

2,400,561

Operating income

294,828

265,858

Other Income:

Interest income

8,640

9,184

Other, net

3,018

839

Other income, net

11,658

10,023

Earnings before income taxes

306,486

275,881

Income tax expense

76,442

71,782

Net earnings

230,044

204,099

Less net earnings attributable to the noncontrolling

interest

434

304

Net earnings attributable to shareholders

229,610

203,795

Diluted earnings attributable to shareholders per share

1.71

1.47

Basic earnings attributable to shareholders per share

1.72

1.48

Weighted average diluted shares outstanding

134,076

138,435

Weighted average basic shares outstanding

133,543

137,833

5-May-2026 Expeditors International of Washington, Inc. Page 5 of 7

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended March 31,

2026

2025

Operating Activities:

Net earnings

230,044

204,099

Adjustments to reconcile net earnings to net cash from operating activities:

Provisions for losses on accounts receivable

800

761

Deferred income tax benefit

—

Stock compensation expense

12,823

11,549

Depreciation and amortization

13,875

14,604

Other, net

(3,645

)

2,291

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

(49,513

)

108,149

Increase (decrease) in accounts payable and accrued liabilities

68,351

(18,419

)

Decrease in deferred contract costs

101,136

75,973

Decrease in contract liabilities

(98,589

)

(89,288

)

Increase in income taxes payable, net

38,583

30,340

(Increase) decrease in other, net

(4,631

)

2,487

Net cash from operating activities

309,234

342,622

Investing Activities:

Purchase of property and equipment

(12,612

)

(13,152

)

Other, net

130

156

Net cash from investing activities

(12,482

)

(12,996

)

Financing Activities:

Proceeds on borrowings on lines of credit, net

2,864

195

Proceeds from issuance of common stock

3,126

13,043

Repurchases of common stock

(287,624

)

(177,354

)

Payments for taxes related to net share settlement of equity awards

(7,544

)

(509

)

Distribution to noncontrolling interest

(650

)

(1,346

)

Net cash from financing activities

(289,828

)

(165,971

)

Effect of exchange rate changes on cash and cash equivalents

(4,712

)

6,545

Change in cash and cash equivalents

2,212

170,200

Cash and cash equivalents at beginning of period

1,314,285

1,148,320

Cash and cash equivalents at end of period

1,316,497

1,318,520

Taxes Paid:

Income taxes

35,517

40,624

5-May-2026 Expeditors International of Washington, Inc. Page 6 of 7

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Business Segment Information

(In thousands)

(Unaudited

UNITED

STATES

OTHER

NORTH

AMERICA

LATIN

AMERICA

NORTH

ASIA

SOUTH

ASIA

EUROPE

MIDDLE

EAST,

AFRICA

AND

INDIA

ELIMI-

NATIONS

CONSOLI-

DATED

For the three months ended March 31, 2026:

Revenues

954,577

129,634

58,995

602,916

423,176

448,874

167,158

(2,368

)

2,782,962

Directly related cost of transportation

and other expenses1

491,134

81,293

33,542

481,724

324,245

282,069

118,772

(1,628

)

1,811,151

Salaries and related costs

282,169

22,992

11,392

36,988

31,677

93,654

20,699

—

499,571

Other operating expenses2

36,527

14,734

8,553

35,125

27,606

42,769

12,823

(725

)

177,412

Operating income

144,747

10,615

5,508

49,079

39,648

30,382

14,864

(15

)

294,828

Identifiable assets at period end

2,567,887

170,840

120,586

439,065

399,901

800,822

295,321

(12,742

)

4,781,680

Capital expenditures

7,568

251

149

800

1,038

2,099

707

—

12,612

Depreciation and amortization

7,253

500

246

1,342

828

2,915

791

—

13,875

Equity

1,456,421

47,210

42,610

257,768

161,247

244,451

175,389

(98,471

)

2,286,625

For the three months ended March 31, 2025:

Revenues

854,449

116,485

62,389

695,008

364,577

422,795

152,872

(2,156

)

2,666,419

Directly related cost of transportation

and other expenses1

451,917

73,193

36,435

554,494

281,495

271,716

108,848

(1,423

)

1,776,675

Salaries and related costs

258,089

19,592

10,438

40,361

28,072

81,549

19,836

—

457,937

Other operating expenses2

22,548

14,828

9,914

37,746

23,285

43,359

15,028

(759

)

165,949

Operating income

121,895

8,872

5,602

62,407

31,725

26,171

9,160

265,858

Identifiable assets at period end

2,588,265

177,996

107,290

503,899

348,424

772,342

277,677

(19,243

)

4,756,650

Capital expenditures

8,407

226

225

505

874

1,156

1,759

—

13,152

Depreciation and amortization

8,938

497

251

1,056

570

2,646

646

—

14,604

Equity

1,481,145

50,613

46,120

273,084

145,611

169,589

164,036

(42,695

)

2,287,503

1 Directly related cost of transportation and other expenses totals Operating Expenses from Airfreight services, Ocean freight and ocean services and Customs brokerage and other services as shown in the Condensed Consolidated Statements of Earnings.

2Other operating expenses totals rent and occupancy, depreciation and amortization, selling and promotion and other as shown in the consolidated statements of earnings.

5-May-2026 Expeditors International of Washington, Inc. Page 7 of 7

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- Definition

Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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