UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2002
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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)
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Washington |
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91-1069248 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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1015 Third Avenue, 12th Floor, Seattle, Washington |
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98104 |
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(Address of principal executive offices) |
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(Zip Code) |
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(206) 674-3400 |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
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None |
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Securities registered pursuant to Section 12(g) of the Act: |
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Common Stock, par value $.01 per share |
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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 ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
At June 28, 2002, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $2,707,934,005.
At March 10, 2003, the number of shares outstanding of registrant’s Common Stock was 104,414,289.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Registrant’s 2003 Annual Meeting of Shareholders to be held on May 7, 2003 are incorporated by reference into Part III of this Form 10-K.
Forward-Looking Statements
From time to time Expeditors International of Washington, Inc. (“the Company”) and its representatives may provide information, whether orally or in writing, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Litigation Reform Act”). This includes certain statements in this report on Form 10-K under Part I, Item 1 “Business” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements and other information relating to the Company are based on the beliefs of management and are necessarily the result of assumptions made using the information currently available to management. Actual results will vary, and even vary materially, from those predicted in the forward-looking statements.
In accordance with the provisions of the Litigation Reform Act, the Company is making readers aware that forward-looking statements, because they relate to future events, are by their very nature subject to many important risk factors which could cause actual results to differ materially from those contained in the forward-looking statements. For additional information about forward-looking statements and for an identification of risk factors and their potential significance, see “Safe Harbor for Forward-Looking Statements Under Securities Litigation Reform Act of 1995; Certain Cautionary Statements” immediately preceding Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report.
PART I
ITEM 1—BUSINESS
Expeditors International of Washington, Inc. is engaged in the business of providing global logistics services. The Company offers its customers a seamless international network supporting the movement and strategic positioning of goods. The Company’s services include the consolidation or forwarding of air and ocean freight. In each U.S. office, and in many overseas offices, the Company acts as a customs broker. The Company also provides additional services including distribution management, vendor consolidation, cargo insurance, purchase order management and customized logistics information. The Company does not compete for domestic freight, overnight courier or small parcel business and does not own aircraft or steamships.
The Company, including its majority owned subsidiaries, operates full service offices (•) in the cities identified below. Full service offices have also been established in locations where the Company maintains unilateral control over assets and operations and where the existence of the parent-subsidiary relationship is maintained by means other than record ownership of voting stock (#). In other cities, the Company contracts with independent agents to provide required services and has established over 120 such relationships world-wide. Locations where Company employees perform sales and customer service functions are identified below as international service centers (*). In each case, the opening date for the full service office or international service center is set forth in parenthesis.
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NORTH AMERICA |
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UNITED STATES |
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• Houston (4/92) |
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• El Paso (1/97) |
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MEXICO |
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• Seattle (5/79) |
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• Baltimore (4/92) |
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• Laredo (2/97) |
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• Mexico City (6/95) |
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• Chicago (7/81) |
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• Dallas (5/92) |
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• Nogales (2/97) |
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• Nuevo Laredo (4/97) |
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• San Francisco (7/81) |
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• Columbus (6/92) |
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• San Diego (7/97) |
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• Guadalajara (9/97) |
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• New York (11/81) |
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• Charlotte (7/92) |
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* Rochester (10/97) |
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• Nogales (1/99) |
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• Los Angeles (5/82) |
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• Newark (9/94) |
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• McAllen (4/98) |
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• Ciudad Juarez (5/00) |
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• Atlanta (8/83) |
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• Philadelphia (3/95) |
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• Pittsburgh (6/99) |
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• Boston (11/85) |
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• Charleston (6/95) |
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• Savannah (3/00) |
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SOUTH AMERICA |
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• Miami (3/86) |
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• Memphis (8/95) |
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• Washington, D.C. (9/00) |
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• Minneapolis (7/86) |
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• Salt Lake City (11/95) |
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• Kansas City (8/00) |
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ARGENTINA |
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• Denver (2/88) |
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* Syracuse (4/96) |
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• Nashville (10/01) |
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• Buenos Aires (1/98) |
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• Detroit (7/88) |
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• Norfolk (9/96) |
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• Portland (7/88) |
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• Indianapolis (11/96) |
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PUERTO RICO |
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BRAZIL |
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• Cincinnati (8/89) |
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• Port Huron-Blue Water Bridge (12/96) |
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• San Juan (5/95) |
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• Sao Paulo (9/95) |
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• Cleveland (7/90) |
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• Detroit-Ambassador Bridge (12/96) |
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• Rio de Janeiro (9/95) |
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• Phoenix (7/91) |
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• Lewiston-Queenston (12/96) |
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CANADA |
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• Campinas (9/95) |
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• Louisville (10/91) |
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• Dearborn-CPC (1/97) |
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• Toronto (5/84) |
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• Santos (10/97) |
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• St. Louis (4/92) |
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• Buffalo-Peace Bridge (1/97) |
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• Vancouver (9/95) |
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• Manaus (7/00) |
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• Montreal (4/99) |
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• Belo Horizonte (12/00) |
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• Curitiba (3/01) |
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SOUTH AMERICA |
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MARIANA ISLANDS |
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ITALY |
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INDIA |
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(continued) |
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• Saipan (7/00) |
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• Milan (4/93) |
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• New Delhi (7/96) |
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CHILE |
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• Verona (4/93) |
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• Mumbai (Bombay) (1/97) |
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• Santiago (2/95) |
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PHILIPPINES |
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• Florence (3/98) |
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• Bangalore (6/97) |
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• Manila (8/98) |
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• Chennai (Madras) (6/97) |
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COLOMBIA |
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THE NETHERLANDS |
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• Bogota (12/98) |
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SINGAPORE |
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• Amsterdam (6/94) |
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KUWAIT |
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• Cali (12/98) |
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• Singapore (9/81) |
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• Rotterdam (3/95) |
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# Kuwait City (7/97) |
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VENEZUELA |
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TAIWAN |
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PORTUGAL |
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LEBANON |
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• Caracas (1/01) |
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# Taipei (9/81) |
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• Lisbon (10/91) |
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• Beirut (8/99) |
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# Kaohsiung (9/81) |
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• Oporto (10/91) |
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FAR EAST |
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# Taichung (9/81) |
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PAKISTAN |
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# Hsin-Chu (9/89) |
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SPAIN |
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• Karachi (9/96) |
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BANGLADESH |
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• Barcelona (1/94) |
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• Lahore (9/96) |
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• Dhaka (6/89) |
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THAILAND |
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• Madrid (1/94) |
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• Chittagong (8/93) |
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• Bangkok (9/94) |
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• Alicante (4/96) |
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SAUDI ARABIA |
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# Riyadh (7/92) |
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CAMBODIA |
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VIETNAM |
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SWEDEN |
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# Jeddah (7/92) |
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• Phnom Penh (4/00) |
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• Ho Chi Minh City (5/00) |
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• Stockholm (1/94) |
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• Goteborg (1/94) |
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SRI LANKA |
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CHINA |
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EUROPE |
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# Colombo (3/95) |
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• Beijing (7/94) |
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SWITZERLAND |
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• Guangzhou (4/94) |
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AUSTRIA |
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• Chiasso (2/01) |
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TURKEY |
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• Dalian (7/94) |
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• Vienna (11/95) |
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• Ankara (1/99) |
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• Shanghai (7/94) |
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UNITED KINGDOM |
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• Istanbul (1/99) |
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• Shenzhen (7/94) |
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BELGIUM |
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• London (4/86) |
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• Izmir (1/99) |
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• Qingdao (7/94) |
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• Brussels (7/90) |
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• Manchester (11/88) |
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• Mersin (1/99) |
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• Tianjin (7/94) |
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• Antwerp (4/91) |
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• Birmingham (3/90) |
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• Xi’an (7/94) |
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• Glasgow (4/92) |
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U.A.E. |
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• Xiamen (7/94) |
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THE CZECH REPUBLIC |
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• Bedford (6/94) |
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* Abu Dhabi (1/94) |
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• Nanjing (8/95) |
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• Prague (6/98) |
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• Swindon (3/97) |
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• Dubai (10/98) |
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• East Midlands (1/99) |
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HONG KONG |
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FINLAND |
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• Belfast (09/01) |
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CYPRUS |
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• Kowloon (9/81) |
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• Helsinki (4/94) |
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• Bristol (11/01) |
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* Nicosia (6/96) |
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* Larnaca (1/98) |
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INDONESIA |
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FRANCE |
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AUSTRALASIA |
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# Jakarta (12/90) |
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• Paris (1/97) |
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AFRICA |
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# Surabaya (2/92) |
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• Epinal (1/97) |
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AUSTRALIA |
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• Lyon (1/97) |
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• Sydney (8/88) |
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SOUTH AFRICA |
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JAPAN |
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• Lille (3/97) |
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• Melbourne (8/88) |
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• Johannesburg (3/94) |
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• Tokyo (1/01) |
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• Bordeaux (7/00) |
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• Brisbane (10/93) |
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• Durban (3/94) |
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• Osaka (1/01) |
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• Perth (12/94) |
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• Capetown (1/97) |
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GERMANY |
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• Adelaide (10/97) |
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KOREA |
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• Frankfurt (4/92) |
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MADAGASCAR |
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• Pusan (10/94) |
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• Munich (4/92) |
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FIJI |
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• Antananarivo (11/01) |
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• Seoul (10/94) |
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• Dusseldorf (4/92) |
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* Nadi (7/96) |
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• Bupyung (6/96) |
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• Stuttgart (4/92) |
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* Suva (5/97) |
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MAURITIUS |
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• Chonan (6/96) |
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• Hamburg (1/93) |
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• Port Louis (7/99) |
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• Kwangju (6/96) |
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• Nuremberg (1/01) |