SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended

Commission file number

December 31, 20022005

0-11757

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)Exact name of registrant as specified in its charter)

 

Arkansas

71-0335111

(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)State or other jurisdiction of

 

(I.R.S. EMPLOYER
IDENTIFICATION NO.employer

incorporation or organization)

identification no.)

 

 

 

615 J.B. Hunt Corporate Drive

Lowell, Arkansas

 

7274572745-0130

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)Address of principal executive offices)

 

(ZIP CODE)

Registrant’s telephone number, including area code:

(479) 820-0000

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

None

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

Common Stock, $.01 Par Value

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 THE FILING REQUIREMENTS FOR AT LEAST THE PAST 90 DAYS.

YES   ý

NO    oZip code)

 

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEMRegistrant’s telephone number, including area code:  (479) 820-0000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.01 Par Value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 OF REGULATIONof the Securities Act.

Yes   ý  No   o

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes   o  No   ý

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 (SECTION 229.405 OF THIS CHAPTER) 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 PARTis not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III OF THIS FORMof this Form 10-K OR ANY AMENDMENT TO THIS FORMor any amendment to this Form 10-K. o

 

INDICATED BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN EXCHANGE ACT RULE 12b-2).

YES   ý

NO    o

THE AGGREGATE MARKET VALUE OF 27,493,354 SHARES OF THE REGISTRANT’S $.01 PAR VALUE COMMON STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF FEBRUARY 28, 2003 WAS $674,686,907 (BASED UPON $24.54 PER SHARE BEING THE CLOSING SALE PRICE ON THAT DATE, AS REPORTED BY NASDAQ). IN MAKING THIS CALCULATION, THE ISSUER HAS ASSUMED, WITHOUT ADMITTING FOR ANY PURPOSE, THAT ALL EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT, AND NO OTHER PERSONS, ARE AFFILIATES.Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT’S CLASSES OF COMMON STOCK, AS OF FEBRUARYLarge accelerated filer   ý    Accelerated filer  o  Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o  No   ý

The aggregate market value of 113,451,907 shares of the registrant’s $.01 par value common stock held by non-affiliates as of June 30, 2005, was $2.18 billion (based upon $19.23 per share).

As of February 28, 2003:   39,352,835.2006, the number of outstanding shares of the registrant’s common stock was 154,244,994.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

CERTAIN PORTIONS OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING OF THE STOCKHOLDERS, TO BE HELD APRIL 24, 2003, ARE INCORPORATED BY REFERENCE INTO PARTCertain portions of the Notice and Proxy Statement for the Annual Meeting of the Stockholders, to be held April 20, 2006, are incorporated by reference in Part III OF THIS FORMof this Form 10-K.

 

 



 

J.B. HUNT TRANSPORT SERVICES, INC.

Form 10-K

For The Calendar Year Ended December 31, 20022005

 

Table of Contents

 

PART I

 

 

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

 

 

Item 2.

Properties

 

 

Item 3.

Legal Proceedings

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

PART II

 

 

Item 5.

Market for Registrant’s Common Stock and Related Security Holder Matters

 

 

Item 6.

Selected Financial Data

 

 

Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

 

 

Item 7a.7A.

Quantitative and Qualitative Disclosures About Market Risk

 

 

Item 8.

Financial Statements and Supplementary Data

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

 

 

Item 10.

Directors and Executive Officers of Registrant

 

 

Item 11.

Executive Compensation

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters

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Item 13.

Certain Relationships and Related Transactions

 

 

Item 14.

ControlsPrincipal Accountant Fees and ProceduresServices

PART IV

 

 

Item 15.

Exhibits and Financial Statement Schedules and Reports on Form 8-K

 

 

Signatures

 

Index to Consolidated Financial Statements

 

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FORWARD-LOOKING STATEMENTS

This report, including documents which are incorporated by reference, and other documents which we file periodically with the Securities and Exchange Commission (SEC), contains statements that may be considered to be “forward-looking statements.”  Such statements relate to our predictions concerning future events or operations and are within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are inherently uncertain, subject to risks, and should be viewed with caution. These statements are based on our belief or interpretation of information currently available. Stockholders and prospective investors are cautioned that actual results and future events may differ materially from the forward-looking statements as a result of many factors. Some of the factors and events that are not within our control and that could have a material impact on future operating results include:  general economic and business conditions, competition and competitive rate fluctuations, cost and availability of diesel fuel, ability to attract and retain qualified drivers, a loss of one or more major customers, interference with or termination of our relationships with certain railroads, insurance costs and  availability, claims expense, retention of key employees, terrorist attacks or actions, acts of war, adverse weather conditions, new or different environmental or other laws and regulations, increased costs for new revenue equipment or decreases in the value of used equipment and the ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment trade-in values. Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings.

You should understand that many important factors, in addition to those listed above, could impact us financially. Our operating results may fluctuate as a result of these and other risk factors or events as described in our filings with the SEC. Some important factors that could cause our actual results to differ from estimates or projections contained in the forward-looking statements are described under “Risk Factors” in Item 1A. We assume no obligation to update any forward-looking statement to the extent we become aware that it will not be achieved for any reason.

 

PART I

 

ITEM 1. BUSINESS

 

GENERALOVERVIEW

 

We are one of the largest surface transportation companies in North America. J.B. Hunt Transport Services, Inc., (JBHT) is a publicly held holding company that, together with its wholly-ownedour wholly owned subsidiaries (“JBHT”), isand associated companies, provides a diversifiedwide range of transportation services company operating underto a diverse group of customers throughout the jurisdiction of the U.S. Department of Transportation (DOT)continental United States, Canada and various state regulatory agencies.  JBHT is anMexico. We were incorporated in Arkansas holding company incorporated on August 10, 1961.  JBHT has1961, and have been a publicly held company since our initial public offering in 1983. ThroughOur service offerings include transportation of full truckload containerizable freight, which we directly transport utilizing our subsidiariescompany-controlled revenue equipment and associated companies, we provide a wide rangecompany drivers or independent contractors. This full truckload freight may be transported entirely by truck over roads and highways, or may be moved, in part, by rail. We have arrangements with most of logisticsthe major North American rail carriers to transport truckload freight in containers and transportation services to a diverse group of customers.  We directly manage or provide tailored, technology-driven solutions to a growing list of Fortune 500 companies.  These customers may request specifically targeted transportation service or outsource their entire transportation function to us, or an associated company.trailers. We also directly transport full-load containerizableprovide customized freight throughout the continental United Statesmovement, revenue equipment, labor and portions of Canadasystems services that are tailored to meet individual customers’ requirements and Mexico.  Transportationtypically involve long-term contracts. These arrangements are known as dedicated services and may utilize ourinclude multiple pickups and drops, home deliveries, freight handling, specialized equipment and employees, or may employ equipmentnetwork design. We also have a 37% ownership interest in a global transportation logistics company, Transplace, Inc. (TPI). TPI is co-owned by five large transportation companies and provides supplemental sales, management and freight movement services provided by associated or unrelated third parties in the transportation industry.  We hadthrough arrangements with a large number of common carriers.

Our business operations are primarily organized through three reportabledistinct, but complementary, business segments during calendar year 2002.segments. These segments include full truck-load,truckload dry-van (JBT), intermodal (JBI) and dedicated contract services (DCS). In addition, we operated a logistics business segment from 1992 until mid 2000.  Effective July 1,mid-2000. In 2000, JBHT,we, along with fivea number of other publicly-heldpublicly held transportation companies,

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contributed our existing logistics business to a new, commonly owned company, Transplace, Inc. (TPI). Our business is somewhat seasonal with slightly higher freight volumes typically experienced during the months of August through early November. Our DCS segment is subject to less seasonal variation than our JBT and JBI segments. For the calendar year ended December 31, 2005, our consolidated revenue totaled $3.13 billion, after the elimination of inter-segment business. Of the total, $1.28 billion, or 41%, was generated by our JBI business segment. Our JBT segment generated $1.02 billion, or 32%, of total revenue and DCS represented $844 million, or 27%.

Additional general information about us is available from our Internet website at www.jbhunt.com. We make a number of reports and other information available free of charge on our website including our annual report on Form 10-K, our proxy statement and our earnings releases. Our website also contains corporate governance guidelines, our code of ethics, our whistleblower policy, committee charters for our Board of Directors and other corporate policies.

OUR MISSION AND STRATEGY

We forge long-term partnerships with key customers that include supply-chain management as an integral part of their strategy. Working in concert, we drive out cost, add value and function as an extension of our customers’ enterprise. We believe that our operating strategy can add value to customers and increase our profits and returns to stockholders.

RECENT FOCUS

During the past five years, we have taken significant steps to re-establish a primary focus on the profitability of our three business segments. In each segment we have implemented capacity management decision making processes that result in the deployment of our assets where we believe they will generate more profit. We continually focus on replacing less-profitable freight with higher-margin freight and lanes. Selective pricing actions and ensuring that we properly charge for all services provided have also been areas of major focus. We have also worked to ingrain safety into our corporate culture, which has reduced our accident and injury costs during the past several years.

OPERATING SEGMENTS

Segment information is included in Note 11 to our Consolidated Financial Statements.

 

JBT SEGMENTSegment

 

PrimaryOur primary transportation service offerings classified in this segment include full truck-load,truckload, dry-van freight, which is predominantly transported utilizing company-owned revenue equipment.  Freight is pickedcompany-controlled tractors operating over roads and highways. We pick up our freight at the dock or specified location of the shipper and transportedtransport the load directly to the location of the consignee. The load may beMost of our loads are transported entirely by our power equipmentcompany-owned tractors and employee drivers, or a portion of the movement mayby independent contractors (ICs) who agree to transport freight in our trailers. We also assign freight to be handled by a third-party motor carrier. Typically, the charges for the entirecarriers other than ICs. This type of freight movement are billed totypically results in our billing the customer by usfor all applicable freight charges and, we, in turn, paypaying the third-partythird party for their portion of the transportation services provided. JBT operatesThis type of service usually results in our recognition of revenue for the entire billing and the payment to the third-party being classified as purchased transportation expense.

We operate utilizing certain Canadian authorities, which were initially granted in 1988 and mayallowing us to transport freight to and from all points in the continental United States to Quebec, British Columbia and Ontario. We have authorization to operate directly in all the Canadian provinces, but to date we have served limited points in Canada, primarily through interchange operations with Canadian motor carriers. We operated our JBT and JBI segments in combined fashion in periods prior to January 1, 2000.  This combined operation was reported as Van/Intermodal (“Van”) in prior periods.  In late 2000, we began utilizing independent contractors on a limited basisICs in the JBT segment.  These independent contractors (I/C’s) provide their own tractorssegment and agree to transport freight in JBHT owned or controlled trailing equipment.  Atat December 31, 2002, approximately 680 I/C’s were2005, we had 1,142 ICs operating in the JBT segment. JBT gross revenue for calendar year 20022005 was $827 million,$1.02 billion, compared with $829$928 million in 2001.2004. At December 31, 2002,2005, the JBT segment operated 4,924 company owned4,368 company-controlled tractors and employed 7,573 5,882

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people, 5,5414,895 of whom were drivers. A portion of our JBT segment non-driver employees provide freight solicitation, order entry and other operational support services to our other two segments. We record inter-segment credits and charges to properly reflect these inter-segment support services.

 

JBI SEGMENTSegment

 

TransportationThe transportation service offerings of our JBI segment utilize agreementsarrangements with various railroadsmost major North American rail carriers to provide proven intermodal freight solutions tofor our customers in all major lanes of commerce inthroughout the continental United States, Canada and Mexico. We differentiate ourselves from others through our premium service network, as well as, coordinated door to door service on company-owned and controlled assets.  We established our first intermodal agreementOur JBI segment began operations in 1989 with a unique partnership with the former Santa Fe Railway (now the BNSF Railway Company), a watershed event in 1989.  Through growth of this transportation segmentthe industry and additions, deletions,the first agreement that linked major rail and mergerstruckload carriers in a joint marketing environment. Essentially, JBI draws on the intermodal (also known as “container on flatcar”) services of rail carriers we now have agreements with seven North American rail carriers including:  BNSF, Norfolk Southern, CSX, Kansas City Southern, Union Pacific, Canadian National,for the underlying linehaul movement of its equipment and Florida East Coast railroads.  Typically, freight is picked upperforms the pickups and deliveries (“drayage”) for customers at the dockorigin and destination rail terminal locations. We may directly provide the drayage service at either the origin or specified location of the shipper and transported to thedestination rail carrier for loading on rail cars.  Upon completionramp utilizing our company-controlled tractors, or we may purchase these services from third parties. JBI provides seamless coordination of the rail routing, the freight is picked up at the rail carrier’s ramp and transported to the consignee.  These originatingover-the-road transport movements for our customers and destination drays may be transported entirely by our power equipment or may be handled bydelivers a third-party motor carrier.  It is our customary business practice that all chargessingle billing for the complete door-to-door service.

Our intermodal program has grown from 20 loads in late 1989 to nearly 600,000 in 2005. JBI operates 23,755 company-controlled containers systemwide. The entire movement are billed to the customer by us and we, in turn, pay the rail carrier and third-party motor carrier for their portionfleet is comprised of the transportation services provided.  In 1993, rail operations were expanded to utilize53-foot, high-cube containers which can be separated from the chassis and double-stacked on rail carsis designed to provide improved productivity.  This concept is known as container-on-flatcar.  Mosttake advantage of intermodal double-stack economics and superior ride quality. JBI also manages a fleet of 1,341 company-owned tractors and 1,719 company drivers in support of intermodal operations. We also began utilizing ICs in our agreements with rail carriers allow for the majority ofintermodal segment during 2005. We had 16 ICs operating in our JBI business carried under these rail agreements to receive priority space on trains and preferential loading and unloadingsegment at rail facilities.  JBI gross revenue for calendar year 2002 was $809 million, compared with $740 million in

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2001.December 31, 2005. At December 31, 2002,2005, the total JBI employee count was 1,951, including the 1,719 drivers. Revenue for the JBI segment operated 917 tractorsin calendar year 2005 was $1.28 billion, compared with $1.12 billion in 2004. As previously announced, an arbitration process with the BNSF Railway Company (BNI) was concluded during the third quarter of 2005. In accordance with the settlement terms, we paid BNI $25.8 million in the third quarter of 2005. Normal commercial business activity continued between the parties during the approximate 15-month arbitration process, and employed 1,557 people, 1,215 of whom were drivers.normal business operations have continued since the final settlement.

 

DCS SEGMENTSegment

 

Since 1992, we have offered dedicated contract carriage as a service option. DCS segment operations specialize in the design, development and execution of supply chaincustomer-specific fleet solutions. Capitalizing on advanced systems and technologies, DCS offers engineered transportation engineering solutions that support private fleet conversion, dedicated fleet creation and transportation system augmentation. DCS operations typically provide customized services that are governed by long-term contracts and currently include dry van,dry-van, flatbed, temperature-controlled, dump trailers and temperature-controlledlocal inner-city operations.  Near 100% on-time service is standard with efficient routes executed to design specifications.

 

DCS operations focus on driving out cost and enhancingdelivering recognizable customer value through leveragingbest-in-class service, cost control and guaranteed dedicated capacity. DCS utilizes a proprietary methodology known as Customer Value Delivery™ (CVD) to create, measure and communicate value created for each customer. DCS leverages the JBHT network for backhaul repositioning freight.  Network freight may be usednetwork to reposition equipment near outbound domiciles, thereby reducing inefficient empty miles and system cost. DCS also frequently finds synergy in shared resources with the JBT and JBI segments, including terminals, drivers, maintenance shops, bulk fuel locations and trailer pools providing further economies of scale. DCS gross revenue for calendar year 20022005 was $628$844 million, compared with $549$760 million in 2001.2004. In early 2004, we began utilizing ICs in the DCS segment and at December 31, 2005, we had 152 ICs operating in the DCS segment. At December 31, 2002,2005, the DCS segment operated 4,8124,771 company-controlled and 87 customer-owned tractors, and employed 5,9895,834 people, 5,2735,144 of whom were drivers.

 

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LOGISTICS BUSINESS AND ASSOCIATED COMPANYLogistics Business and Associated Company

 

We formallyofficially began offering transportation logistics transportation services in 1992 through a wholly-ownedwholly owned subsidiary, J.B. Hunt Logistics, Inc. (JBL). JBL services frequently included an arrangement whereby a shipper might outsource a substantial portion of its entire distribution and transportation process to one organization. The JBL segment business included a wide range of comprehensive transportation and management services, including experienced professional managers, information and optimization technology, and the actual design or redesign of system solutions. A new logistics customer or service arrangement may havefrequently required a significant amount of up-front analysis and design time, whileduring which alternatives were considered and custom systems and software were developed. Effective July 1, 2000, we contributed substantially all of our existing JBL segment business all related intangible assets and $5 million of cash to a newly-formed, commonly-ownednewly formed company, Transplace, Inc. (“TPI”).

TPI. TPI is an Internet-based global transportationprovides supplemental logistics company.  TPI commenced operations in Julysales and management support and also has arrangements with approximately 2,800 motor carriers to provide capacity to transport freight. Our share of 2000 and initially included substantially all of the logistics business of JBHT, Covenant Transport, Inc.; Swift Transportation Co., Inc; U.S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc.  TPI gross revenue for calendar year 2002 approximated $672 million, which revenue is not included in our financial statements for 2002.  We initially had an approximate 27% ownership interest in TPI.  In November of 2002, we agreed to purchase a portion of Werner Enterprises’ (Werner) ownership interest in TPI.  Effective January 1, 2003, our interest in TPI increased from 27% to 37% and Werner’s interest declined from 15% to 5%.  TheTPI’s financial results of TPI are included on a one-line, non-operating item included on our Consolidated Statements of Earnings entitled “Equity“equity in earnings (loss)loss of associated companies.company.

 

ASSOCIATED COMPANY - MEXICOOperations in Mexico

We have provided transportation services to and from Mexico since 1989. These services frequentlytypically involve equipment interchange operations with various Mexican motor carriers. In addition,As previously reported, we sold a joint venture agreementinterest with Transportacion Maritima Mexicana (TMM), one of the largesta Mexican transportation companiescompany in Mexico, was signed2002. We received all remaining funds due in 1992.  The joint venture, Comercializadora Internacional de Carga S.A. de C.V. and its subsidiaries, originated and completed northbound and southbound international truck movements between the U.S. and Mexico.  The joint venture also provided Mexican domestic irregular route truck service, refrigerated freight services, Mexican dedicated contract business and short-haul drayageconnection with this sale during 2005. This transaction had no significant impact on our earnings. We continue to and from the Mexican maritime ports and rail heads.  For the calendar year ended December 31, 2001 and for prior years, our share of the Mexican joint venture operating results was included on a one-line, non-operating item on the Consolidated Statements of Earnings entitled “Equity in earnings (loss) of associated companies.  During the first quarter of 2002, we sold our joint venture interest in Mexico to TMM.  We still provide transportation services to and from Mexico primarily by utilizing the services of a variety of Mexican carriers.

 

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MARKETING AND OPERATIONSMarketing and Operations

 

We transport, or arrange for the transportation of, a wide range of freight, including forest and paper products, including automotive parts, department storebuilding materials, general merchandise, paper and wood products, food and beverages, plastics, chemicals and manufacturing materialsautomotive parts. Our customer base is extremely diverse and supplies.includes a large number of Fortune 500 companies. Our primary customers include manyability to offer multiple services, utilizing our three business segments and a full complement of the “Fortune 500” companies.logistics services through third parties, represents a competitive advantage. We provide a broad range of transportation services to larger shippers that seek to use a limited number of “core” carriers. Our largest customer in 20022005 was Wal-Mart Stores, Inc., which accounted for approximately 18%15% of our total revenue.  A broad geographic dispersion and a good balance in the type of freight transported allows us some protection from major seasonal fluctuations.  However, consistent with the truckload industry in general, freight is typically stronger during the second half of the year, with peak volume occurring in August through mid November.  Revenue and earnings are also affected by bad weather, holidays, fuel prices, driver cost and availability, and railroad service levels.

 

We generally market all of our service offerings through a nationwide sales and marketing network. All transportation services offered are typically billed directly to the customer by usWe do have some sales and all inquiries, claims and other customer contacts are handled by us.  Certain marketing sales, engineering and design functions are assigned to each operating segment.  However, marketing and pricing strategy, and national account service coordination is managed at the corporate level.business-unit level, particularly for our DCS segment. In accordance with our typical arrangements, we bill the customer for all services and we, in turn, pay all third parties for their portion of transportation services provided. In recent years, we have re-established a primary focus on improving the profitability of each of our business segments and charging a fair price for all services provided.

 

PERSONNELPeople

 

AtWe believe that one of the factors differentiating us from our competitors is our service-oriented people. As of December 31, 2002,2005, we had approximately 16,370 employees, including 11,758 company drivers. We also had arrangements with 1,310 ICs to transport freight in our trailing equipment. In addition, we employed 16,265 people, including 12,029 drivers.  Historically1,170 mechanics and 3,439 office personnel at the truckload transportation industry and JBHT have experienced shortagesend of qualified drivers.  In addition, driver turnover rates for truckload motor carriers frequently exceed 100%.  During the past few years a number of changes have occurred within the industry relative to drivers.  In 1996, we announced and implemented an approximate 33% increase in wages for our over-the-road drivers.  As anticipated, this increase in driver compensation was partially offset by lower driver recruiting and training expense, reduced accident and safety costs and better equipment utilization.  We also experienced a decline in driver turnover rates between 1997 and 1999.  During late 2000 and 2001, supply and demand conditions for drivers changed and a number of truck load carriers, including JBHT, implemented lower mileage pay rates for newly hired drivers.  Partly as a result of this reduced compensation level for drivers, our driver turnover rate increased during 2000 and has remained at historically high levels in 2001 and 2002.  During calendar year 2002, we have once again experienced some difficulty attracting and retaining a desired level of drivers.  To date, we continue to hire only experienced drivers and, although recruiting costs have increased significantly, operations have not been disrupted by a shortage of qualified drivers.  At December 31, 2002, we also employed approximately 3,100 office employees and 1,137 mechanics.2005. None of our employees areis represented by unions or covered by collective bargaining agreements.

 

Our industry has periodically had a difficult time attracting and retaining enough qualified truck drivers. It is also common for the driver turnover rate of individual carriers to exceed 100%. It has been our practice during the past few years to compensate our drivers at an above-average level in order to attract a higher caliber of experience and minimize turnover. During 2005, we increased company driver and IC compensation in order to attract and retain an adequate supply of qualified drivers. While we have not, to date, experienced significant operational disruptions due to driver shortages, we expect

6



the costs to recruit, train and retain company drivers and ICs will continue to rise in the foreseeable future.

REVENUE EQUIPMENTRevenue Equipment

 

As of December 31, 2005, we operated 10,480 company-controlled tractors. In addition, our 1,310 ICs operate their own tractors, but transport freight in our trailing equipment. We operate with standardized tractors in as many fleets as possible, particularly in our JBT and JBI fleets. Based on our customers’ preferences and the actual business application, our DCS fleet is more diversified. We believe operating with relatively newer revenue equipment provides better customer service, attracts quality drivers and lowers maintenance expense. At December 31, 2002, we owned or leased 10,653 company operated tractors, 26,0872005, the average age of our combined tractor fleet was 2.2 years, our trailers averaged 5.0 years of age and 19,672 containers.our containers averaged 6.8 years. We believe that modern, late-model, cleanperform routine servicing and preventative maintenance of our equipment differentiates quality customer service, increases equipment utilization and reduces maintenance costs and downtime.  at most of our regional terminal facilities.

We generallytypically operate with newer revenue equipment in theour JBT segment with the age of tractorsto minimize downtime and trailers approximating 2.1 years and 2.2 years, respectively, at December 31, 2002.  Somewhat older equipment and tractors designed for local and regional operations are typically utilized in themaximize utilization. Our JBI and DCS segments.  Specially designedsegment utilizes high-cube containers, which can be separated from the chassis and double-stacked on rail carscars. We are also operated by JBI.  The average agecurrently in the process of JBI tractorsexpanding our container fleet and containers at December 31, 2002 was approximately 4.6 years and 5.2 years, respectively.  The JBI segment commenced receiving brand new containers and reconditionedreconditioning our chassis in late 2001.  Approximately 6,300 new containers and 6,300 new and reconditioned chassis were placed in service during 2002.fleet. The composition of the dedicated contractour DCS trailing fleet varies with specific customer service requirements.requirements and may include dry-vans, flatbeds, temperature-controlled, curtain-side vans, and even straight or dump trucks.

Effective October 1, 2002, the Environmental Protection Agency (EPA) required that most newly manufactured heavy-duty tractor engines comply with certain new emission standards. We initially limited our new tractor purchases while we tested these new 2002 EPA-compliant engines. At December 31, 2005, we were operating approximately 5,900 tractors with these 2002 the average age of DCS segment tractors was 2.8 years.  In November of 2002, we committedrule-compliant engines. These engines experience an approximate 4% to purchase approximately 2,100 new5% lower fuel efficiency and are also expected to require higher annual maintenance costs.

Effective with model-year 2007 tractors, the majorityEPA has mandated even lower emission standards for newly manufactured heavy-duty tractor engines. We once again are planning our new equipment purchases to accommodate these new standards, but allow adequate testing of whichthe new engines. The 2007 EPA-compliant engines will be traded one-for-one for unitsequipped with a particulate trap and will require more costly ultra-low-sulfur diesel (ULSD) fuel. The EPA estimates that ULSD fuel will cost approximately $.04 to $.05 more per gallon. We are unable at this time to determine the increase in the JBIacquisition and DCS fleets.  These trades will significantly reduce the average ageoperating costs of these tractor fleets.  All of our revenue equipment is maintained in accordance with a specific maintenance program primarily based on age and/or miles traveled.new 2007 EPA-compliant engines.

 

COMPETITIONCompetition and the Industry

 

We are oneAccording to the most recently available study conducted by the American Trucking Associations (ATA), all modes of the largest publicly held truckloaddomestic freight carriers in the United States. WeStates generated approximately $610 billion of revenue in 2003. Of this total, truck transportation represented about 87%, or $531 billion. ATA also estimated that approximately 54% of the nation’s 2003 truck revenue related to for-hire carriers, while 46% related to private carriers. As of July 2004, there were more than 573,000 private, for-hire, U.S. Mail and other U.S. interstate motor carriers on file with the Federal Motor Carrier Safety Administration (FMCSA). The top 10 for-hire truckload carriers only generate about 3% of the total revenue in this segment, and we represent approximately 1% of this segment’s revenue. The market in which we compete primarilyis frequently referred to as highly fragmented and includes thousands of carriers, many of which are very small. While we compete with other irregular route, truckload common carriers. Less-than-truckload common carriers and private carriers generally provide limited competition for truckload carriers.  JBHT and our associated companies are one of a few carriers offering nationwide logistics management and dedicated revenue equipment services. Although a number of smaller carriers may provide competition on a regional basis, only a limited number of companies represent competition in all markets. The extensive rail network developedmarkets across the country. We compete with other freight transportation carriers primarily in conjunction with the various railroads also allows us the opportunity to differentiate our services in the marketplace.terms of on-time pickup and delivery service, availability of drivers, and revenue equipment and price.

6



 

REGULATIONRegulation

 

Our operations as a for-hire motor carrier are subject to regulation by the U.S. Department of Transportation’sTransportation (DOT) and the Federal Motor Carrier Safety Administration, (FMCSA) and certain business is also subject to state rules and regulations. The DOT periodically conducts reviews and audits to ensure our

7



compliance with all federal safety requirements, and we report certain accident and other information to the DOT. Our operations into and out of Canada and Mexico are also subject to regulation by various Canadian provinces.  Entry control barriersthose countries.

Effective October 1, 2005, driver hours-of-service regulations (HOS) were substantially removed as a resultrevised. The majority of federal deregulation statutes such asthese rule changes had initially been effective January 4, 2004. These collective changes were the Interstate Commerce Commission Termination Act of 1995 (ICCTA).   The FMCSA continuesmost significant changes to enforce safety regulations and has proposeddriver HOS in more than 40 years. In general, the new rules which, if approvedrequire a driver to take at least eight consecutive hours in their present form, would limit driver’s hours of service.  President Bush is considering implementation of provisions of the North America Free Trade Agreement (NAFTA), which may result in increased competition between U.S. and Mexican carriers for truckload services moving between these two countries.  The Clean Air Act of 1990 established tighter pollution standards for emissions from automobiles and trucks.sleeper berth during a ten-hour off-duty period. These new standards were effectiverules primarily affect short-haul and multiple-stop freight operations and had a minor negative impact on our overall operations and financial results.

ITEM 1A. RISK FACTORS

In addition to the forward-looking statements outlined previously in this Form 10-K and other comments regarding risks and uncertainties, the following risk factors should be carefully considered when evaluating our business. Our business, financial condition or financial results could be materially and adversely affected by any of these risks. Also note that additional risks not currently identified or known to us could also negatively impact our business or financial results.

Our business is subject to general economic and business factors that are largely out of our control, any of which could have a phased in basis beginning with model year 1994.  As partmaterial adverse effecton our results of a 1998 consent decree with the U.S. Environmental Protection Agency (EPA),operations.

Our business is dependent upon a number of heavy-duty diesel engine manufacturers agreedfactors that may have a material adverse effect on the results of our operations, many of which are beyond our control. These factors include significant increases or rapid fluctuations in fuel prices, excess capacity in the trucking industry, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels, and difficulty in attracting and retaining qualified drivers and independent contractors.

We are also affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries such as retail and manufacturing, where we have a significant concentration of customers. Economic conditions represent a greater potential for loss, and we may be required to significantlyincrease our reserve for bad-debt losses. In addition, our results of operations may be affected by seasonal factors. Customers tend to reduce emissionsshipments after the winter holiday season, and our operating expenses tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time and higher maintenance costs.

We operate in a competitive and somewhat fragmented industry. Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.

Some of these factors include:

                  We compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers and railroads, some of which have more equipment and greater capital resources than we do.

                  Some of our competitors periodically reduce their engines produced subsequentfreight rates to October 1, 2002.  JBHTgain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain our profit margins.

                  Many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved transportation service providers, and in some instances we may not be selected.

8



                  Many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some business to competitors.

                  Certain of our customers that operate private fleets to transport their own freight could decide to expand their operations.

                  The trend toward consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages relating to their size.

                  Advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments.

We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.

For the calendar year ended December 31, 2005, our top 10 customers, based on revenue, accounted for approximately 40% of our revenue. Our largest customer is Wal-Mart Stores, Inc., which accounted for approximately 15% of our total revenue in 2005. Our JBT and JBI segments typically do not have long-term contracts with their customers. While our DCS segment business may involve a written contract, those contracts may contain cancellation clauses, and there is no assurance that our current customers will continue to utilize our services or that they will continue at the same levels. A reduction in or termination of our services by one or more of our major customers could have a material adverse effect on our business and operating results.

We depend on third parties in the operation of our business.

Our Intermodal business segment utilizes railroads in the performance of its transportation services. These services are provided pursuant to contractual relationships with the railroads. While we have agreements with various Class I railroads, the majority of our business travels on the Burlington Northern Santa Fe and the Norfolk Southern Railroad. The inability to utilize one or more of these railroads could have a material adverse effect on our business and operating results. We also utilize the services of a number of other truckload motorthird-party dray carriers to perform a significant number of our origin and destination pickups and deliveries. In addition, a portion of the freight we deliver is imported to the United States through ports of call that are subject to labor union contracts.

Difficulty in attracting and retaining drivers could affect our profitability and ability to grow.

Periodically, the trucking industry experiences substantial difficulty in attracting and retaining qualified drivers, including ICs. A shortage of qualified company drivers and ICs has proven to be particularly severe during the past few years. In spite of continued increases in driver compensation and recruiting costs, the industry is currently experiencing a significant shortage of drivers. If we are unable to continue attracting an adequate number of drivers or contract with enough independent contractors, we could be required to significantly increase our driver compensation package or let trucks sit idle, which could adversely affect our growth and profitability.

Ongoing insurance and claims expenses could significantly reduce our earnings.

Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. During 2005, we self-insured a portion of our claims exposure resulting from cargo loss, personal injury, property damage and health claims for amounts up to the first $2 million for auto accidents and $1 million for workers’ compensation. Effective January 1, 2006, the self-insured portion of our claims exposure for personal injury and workers’ compensation was reduced to $500,000. If the number or severity of claims for which we are self-insured increases, our operating results could be adversely affected. Also, we maintain insurance above the amounts for which we self-insure with licensed insurance companies. Insurance carriers have recently raised premiums for most trucking

9



companies. As a result, our insurance and claims expenses could increase when some of our current coverages expire on July 31, 2006. If these expenses increase, and we are unable to offset the increase with higher freight rates, our earnings could be materially and adversely affected.

The Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale-and-leaseback transactions.

As previously disclosed, the Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale-and-leaseback transactions, which we entered into in 1999. Based on events occurring subsequent to December 31, 2004, we established a reserve for a contingent tax liability of $33.6 million at December 31, 2004. The liability for this contingency, which included estimated interest expense, was included on our consolidated balance sheet at December 31, 2004, as a long-term liability. We accrued approximately $2.7 million of interest expense during 2005 related to this contingency. We continue to believe the new engines have not yet been sufficiently testedour tax positions comply with applicable tax law for fuel economywhich we received advice and reliability.  Whileopinions from our then external public accountants and attorneys prior to entering into these transactions, and we continue to test a limited numbervigorously defend against the IRS position using all administrative and legal processes available. If the IRS were successful in disallowing 100% of the new EPA compliant engines, we committed in November of 2002 to purchasetax benefit from this transaction, the total ultimate impact on liquidity could be approximately 2,100 new tractors, the majority of which will be equipped with Mercedes engines, which are not covered by the EPA’s October 1, 2002 rules.$44 million, excluding interest.

 

INTERNET WEB SITEOur operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

 

We maintain a web site onare subject to various environmental laws and regulations dealing with the Internet through which additional information about JBHT is available.  Our web site address is www.jbhunt.com.  Our annual reports on Form 10-K, quarterly reports on Form 10-Q, press releases, earnings releaseshandling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other reports filed pursuantindustrial activities are located, and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous wastes disposal, among others. We also maintain bulk fuel storage and fuel islands at several of our facilities. If we are involved in a spill or other accident involving hazardous substances, or if we are found to Section 13be in violation of applicable laws or 15 (d) of the Exchange Act are available, free of charge,regulations, it could have a material adverse effect on our website as soon as practical after they are filed.business and operating results. If we should fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

 

SEC FILINGSWe operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.

 

The DOT and various state agencies exercise broad powers over our business, generally governing matters including authorization to engage in motor carrier service, equipment operation, safety and financial reporting. We file annual, quarterly and special reports, proxy statementsare audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other informationrules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations.

Effective October 1, 2005, driver HOS regulations were revised. The majority of these rule changes had initially been effective January 4, 2004. These collective changes were the most significant changes to driver HOS in more than 40 years. In general, the new rules require a driver to take at least eight consecutive hours in the sleeper berth during a 10-hour off-duty period. These new rules primarily affect short-haul and multiple-stop freight operations and had a minor negative impact on our overall operations and financial results.

Effective October 1, 2002, the EPA required that most newly manufactured heavy-duty tractor engines comply with certain new emission standards. At December 31, 2005, we were operating approximately 5,900 tractors with these 2002 rule-complaint engines. In addition to higher initial purchase prices, these tractors have also experienced an average 4% to 5% reduction in fuel efficiency. Effective with model-year 2007 tractors, the EPA has mandated even lower emission standards for newly manufactured heavy-duty tractor engines. We are planning our new equipment purchases to

10



accommodate these new standards, but also to allow adequate time for testing of the new engines. We are unable to predict the impact these new standards will have on our future operations and business results.

Rapid changes in fuel costs could impact our periodic financial results.

Fuel and fuel taxes currently represent our third-largest general expense category. During the past several years, fuel cost per gallon has varied significantly, with prices at times changing as much as $.20 to $.25 per gallon between consecutive months. We have a fuel surcharge revenue program in place with the Securitiesmajority of our customers, which has historically enabled us to recover the majority of higher fuel costs. Most of these programs automatically adjust weekly depending on the cost of fuel. However, there can be timing differences between a change in our fuel cost and Exchange Commission (SEC).  Our reportsthe timing of the fuel surcharges billed to our customers. In addition, we incur additional costs when fuel prices rise that cannot be fully recovered due to our engines being idled during cold or warm weather and any materialsempty or out-of-route miles that cannot be billed to customers. Rapid increases in fuel costs or shortages of fuel could have a material adverse effect on our operations or future profitability. As of December 31, 2005, we file with the SEC are available at the Public Reference Room, located at 450 Fifth Street, N.W., Washington, D.C.  20549.  Information may be obtained from the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a web site at www.sec.gov that contains information we file with the agency.  Our common stock is traded in the over-the-counter market under the symbol “JBHT.”had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

 

Our corporate headquarters are in Lowell, Arkansas. A 150,000-square-foot building was constructedWe occupy a number of buildings in Lowell that we utilize for administrative support, data center, primary customer service and occupied in September 1990.freight dispatch. We also utilize our former corporate building as general offices.  In 1999, a new 20,000 square foot building was constructed and occupied near the corporate headquarters.  A portion of this leased facility serves asmaintain a backup data center and providesfor disaster recovery, support services. An additional 20,000 square footmaintenance shop and driver operations facility in Lowell. In December 2005, we took occupancy of a new, approximately 110,000-square-foot office building consistingthat was constructed adjacent to our existing 150,000-square-foot building. This new building allowed us to reduce the number of general office space foroccupied buildings in Lowell and consolidate most of our corporate employees was completedsupport and occupied in 2000. This building is located nextcentralized operations functions. We also own or lease other significant facilities where we perform maintenance on our equipment, provide bulk fuel and employ personnel to the data center buildingsupport operations. Each of our three business segments utilizes our larger facilities for services including bulk fueling, maintenance and is a leased facility.

Principal outside facilities consist primarily of general offices whichdriver support operational, safety and maintenance functions.activities. In addition to theour principal facilitiesproperties listed below, we lease numerousa number of small offices and trailer parking yards in various locations throughout the country tothat support customer trailing equipment pool commitments.our customers’ business needs.

 

711



 

A summary of our principal facilities follows:

 

 

 

 

Maintenance Shop

 

Office Space

 

Location

 

Acreage

 

Maintenance Shop
(square feet)

 

Office Space
(square feet)

 

 

Acreage

 

(square feet)

 

(square feet)

 

Atlanta, Georgia

 

30

 

29,800

 

10,400

 

 

28

 

29,800

 

10,400

 

Cedar Rapids, Iowa

 

12

 

28,500

 

4,500

 

Chicago, Illinois

 

27

 

50,000

 

14,000

 

 

27

 

50,000

 

14,000

 

Columbus, Ohio

 

10

 

28,100

 

8,500

 

Dallas, Texas

 

14

 

24,000

 

7,800

 

 

14

 

24,000

 

7,800

 

East Brunswick, New Jersey

 

20

 

20,000

 

7,800

 

 

19

 

20,000

 

3,200

 

Houston, Texas

 

13

 

24,700

 

7,200

 

 

21

 

24,700

 

7,200

 

Kansas City, Missouri

 

10

 

31,000

 

6,700

 

 

10

 

31,000

 

6,700

 

Louisville, Kentucky

 

14

 

40,000

 

10,000

 

Little Rock, Arkansas

 

24

 

29,200

 

7,200

 

 

24

 

29,200

 

7,200

 

Louisville, Kentucky

 

14

 

40,000

 

10,000

 

Lowell, Arkansas (corporate headquarters)

 

25

 

 

150,000

 

 

59

 

 

261,000

 

Lowell, Arkansas

 

40

 

50,200

 

14,000

 

 

42

 

50,200

 

14,000

 

Lowell, Arkansas (office and data center)

 

2

 

 

20,000

 

 

2

 

 

20,000

 

Lowell, Arkansas (office)

 

2

 

 

20,000

 

Memphis, Tennessee

 

10

 

26,700

 

8,000

 

 

10

 

26,700

 

8,000

 

Phoenix, Arizona

 

14

 

10,000

 

5,300

 

 

15

 

15,200

 

5,300

 

Portland, Oregon

 

8

 

20,000

 

3,300

 

San Bernardino, California

 

8

 

14,000

 

4,000

 

 

9

 

18,300

 

9,300

 

South Boston, VA

 

3

 

30,000

 

3,500

 

South Gate, California

 

12

 

12,000

 

5,500

 

 

12

 

25,000

 

5,500

 

St. Louis, Missouri

 

7

 

18,600

 

1,500

 

Syracuse, New York

 

13

 

19,000

 

8,000

 

 

13

 

19,000

 

8,000

 

Vancouver, WA

 

4

 

20,000

 

 

Tifton, Georgia

 

10

 

21,300

 

 

Wayne, Michigan

 

23

 

11,800

 

8,800

 

 

ITEM 3. LEGAL PROCEEDINGS

 

JBHT isWe are involved in certain claims and pending litigation arising from the normal conduct of business. Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of claims and pending litigation will not have a material adverse effect on our financial condition, or our results of operations.operations or liquidity.

As previously reported, an arbitration process with BNI was concluded during September 2005. In accordance with the settlement terms, we paid BNI $25.8 million. This payment was recorded in the third quarter of 2005. We also increased, effective October 1, 2005, the amounts that we pay BNI for moving freight on certain intermodal movements.

The Internal Revenue Service (IRS) has proposed to disallow the tax benefits associated with certain sale-and-leaseback transactions. See “Risk Factors” in Item 1A of this Form 10-K.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted during the fourth quarter of 20022005 to a vote of security holders.

 

OUR EXECUTIVE OFFICERS

Information with respect to our executive officers is set forth below:

Name

 

Age

 

Position with JBHT

 

Executive
Officer Since

 

J.B. Hunt

 

76

 

Senior Chairman of the Board; Director

 

1961

 

Wayne Garrison

 

50

 

Chairman of the Board; Director

 

1979

 

Johnelle D. Hunt

 

71

 

Secretary; Director

 

1972

 

Kirk Thompson

 

49

 

President and Chief Executive Officer; Director

 

1984

 

Paul R. Bergant

 

56

 

Executive Vice President, Marketing and Chief Marketing Officer

 

1985

 

Bob D. Ralston

 

56

 

Executive Vice President, Equipment and Properties

 

1989

 

Jerry W. Walton

 

56

 

Executive Vice President, Finance and Administration and Chief Financial Officer

 

1991

 

Craig Harper

 

45

 

Executive Vice President, Operations and Chief Operations Officer

 

1997

 

John N. Roberts III(1)

 

38

 

President, Dedicated Contract Services, and Executive Vice President,  Enterprise Solutions

 

1997

 

Kay J. Palmer(2)

 

39

 

Executive Vice President and Chief Information Officer

 

1999

 

12


(1)             Mr. Roberts joined JBHT in 1989 as a management trainee.  In December of 1990, he became a Regional Marketing Manager.  In February of 1996, he was named Vice President, Marketing Strategy and was appointed President, Dedicated Contract Services, in July of 1997.  In June of 1998, he was appointed to the additional position of Executive Vice President of Enterprise Solutions.

(2)             Ms. Palmer joined JBHT in 1988 as a programming specialist.  In June of 1989, she was named Director of Application Services.  In June of 1995, she was named Vice President of Applications.  She became Senior Vice President of Information Services in August of 1998 and named Executive Vice President and Chief Information Officer in June of 1999.

8




 

PART II

 

ITEM 5.MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

PRICE RANGE OF COMMON STOCK

 

Our common stock is traded in the over-the-counter market under the symbol “JBHT.”  At December 31, 2005, we were authorized to issue up to one billion shares of our common stock and 167.1 million shares were issued. The following table sets forth, for the calendar years indicated, the range of high and low sales prices forof our common stock as reported by the National Association of Securities Dealers Automated Quotations National Market System (“NASDAQ”).system (NASDAQ) and our quarterly dividends paid per share on our common shares were:

 

 

 

2002

 

2001

 

Period

 

High

 

Low

 

High

 

Low

 

1st Quarter

 

$

29.39

 

$

22.07

 

$

20.50

 

$

12.88

 

2nd Quarter

 

32.37

 

24.60

 

20.75

 

14.63

 

3rd Quarter

 

29.83

 

21.55

 

25.60

 

12.15

 

4th Quarter

 

30.32

 

21.25

 

25.17

 

11.93

 

Period

 

Dividends Paid

 

High

 

Low

 

2005

 

 

 

 

 

 

 

First Quarter

 

$

.060

 

$

25.03

 

$

20.33

 

Second Quarter

 

.060

 

22.41

 

18.18

 

Third Quarter

 

.060

 

21.11

 

17.38

 

Fourth Quarter

 

.060

 

24.00

 

18.24

 

2004

 

 

 

 

 

 

 

First Quarter

 

$

 

$

14.73

 

$

12.65

 

Second Quarter

 

.015

 

19.49

 

14.06

 

Third Quarter

 

.015

 

19.83

 

15.88

 

Fourth Quarter

 

.015

 

22.65

 

17.92

 

 

On February 28, 2003,January 31, 2006, the high and low sales prices for our common stock as reported by the NASDAQ were $24.91$24.10 and $24.51,$23.46, respectively. As of February 28, 2003,January 31, 2006, we had 1,3781,338 stockholders of record.

 

DIVIDEND POLICY

On January 21,  2000,From time to time, our Board of Directors declared aauthorizes the repurchase of our common stock. We did not repurchase any of our common stock during the years 2002 through 2004. On December 14, 2004, our Board authorized the purchase of up to $100 million worth of our common stock. We commenced repurchases of our common stock in January 2005. On April 21, 2005, our Board authorized the purchase of an additional $500 million of our common stock over the next five years.

Dividend Policy

We paid quarterly dividend of $.05 per share,  paid on February 17, 2000 to shareholders of record on February 3, 2000. We declared and paid cash dividends of $.20 per share induring calendar year 1999 and 1998.  On February 16,in a number of years prior to 1999. In early 2000, our Board of Directorswe announced a decision to discontinue our policy of payingdividend payments. In April 2004, we re-initiated a quarterly cash dividends.  Nodividend of $.015 per share. This re-initiation was based on our lower debt levels and improving cash flows. We also paid a cash dividend of $.015 per share in July and October 2004. In December 2004, we announced an increase in our quarterly cash dividend from $.015 to $.06. Our first $.06 per share dividend was paid on February 18, 2005. We paid a $.06 per share dividend in April, July and October 2005. In January 2006, we announced an increase in our quarterly cash dividend from $.06 to $.08, effective with our payment in February 2006. We currently intend to continue paying cash dividends have beenon a quarterly basis. However, no assurance can be given that future dividends will be paid, since February of 2000.such payments are dependent on earnings, cash flows and other factors.

 

913




Purchases of Equity Securities

The following table summarizes our purchases of treasury stock during the three months ended December 31, 2005:

 

 

 

 

 

 

Total Number of

 

Maximum Dollar Amount

 

 

 

Number of

 

Average Price

 

Shares Purchased

 

of Shares That May

 

 

 

Common Shares

 

Paid Per

 

as Part of a Publicly

 

Yet Be Purchased

 

Period

 

Purchased

 

Common Share

 

Announced Plan

 

Under the Plan

 

October 2005

 

512,434

 

$

18.90

 

512,434

 

$

389,750,671

 

November 2005

 

 

 

 

389,750,671

 

December 2005

 

1,285,911

 

22.54

 

1,285,911

 

360,766,237

 

Total

 

1,798,345

 

$

21.50

 

1,798,345

 

$

360,766,237

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

 

 

 

Number of Securities

 

Number of Securities

 

 

 

To Be Issued

 

Weighted-average

 

Remaining Available for Future

 

 

 

Upon Exercise of

 

Exercise Price of

 

Issuance Under Equity

 

 

 

Outstanding Options,

 

Outstanding Options,

 

Compensation Plans (Excluding

 

 

 

Warrants and Rights

 

Warrants and Rights

 

Securities Reflected in Column (A))

 

Plan Category

 

(A)

 

(B)

 

(C)

 

Equity compensation plans approved by security holders

 

11,459,739

 

$

 7.57

 

12,605,454

 

We have no equity compensation plans that are not approved by security holders.

 

ITEM 6. SELECTED FINANCIAL DATA

(Dollars in millions, except per shareper-share amounts)

 

Years Ended December 31

 

2005

 

2004

 

2003

 

2002

 

2001

 

Operating revenues

 

$

3,127.9

 

$

2,786.2

 

$

2,433.5

 

$

2,247.9

 

$

2,100.3

 

Operating income (2)

 

343.9

 

310.2

 

185.6

 

101.0

 

72.2

 

Net earnings (1) (2)

 

207.3

 

146.3

 

95.5

 

51.8

 

32.9

 

Basic earnings per share (1) (2)

 

1.32

 

.91

 

.60

 

.34

 

.23

 

Diluted earnings per share (1) (2)

 

1.28

 

.88

 

.58

 

.33

 

.23

 

Cash dividends per share

 

.240

 

.045

 

 

 

 

Total assets

 

1,548.9

 

1,502.6

 

1,356.2

 

1,322.7

 

1,261.2

 

Long-term debt and lease obligations

 

124.0

 

 

 

219.0

 

353.6

 

Stockholders’ equity

 

817.0

 

860.9

 

703.1

 

590.5

 

458.3

 

 

Years Ended December 31

 

2002

 

2001

 

2000

 

1999

 

1998

 

Operating revenues

 

$

2,247.9

 

$

2,100.3

 

$

2,160.4

 

$

2,045.1

 

$

1,841.6

 

Operating income

 

101.0

 

72.2

 

63.4

 

74.3

 

101.5

 

Net earnings

 

51.8

 

32.9

 

36.1

 

31.9

 

46.8

 

Diluted earnings per share

 

1.33

 

.91

 

1.02

 

.89

 

1.28

 

Cash dividends per share

 

 

—-

 

.05

 

.20

 

.20

 

Total assets

 

1,318.7

 

1,260.3

 

1,231.9

 

1,127.5

 

1,171.5

 

Long-term debt and lease obligations

 

219.0

 

353.6

 

300.4

 

267.6

 

417.0

 

Stockholders’ equity

 

590.5

 

458.3

 

417.8

 

391.2

 

365.5

 


(1)Reflects a $33.6 million reserve, including accrued interest expense in 2004, and $7.7 million reversal of non-cash tax benefit in 2003.  See Note 5 of our Notes to Consolidated Financial Statements.

(2)Reflects a $25.8 million pretax, or a $16.5 million after-tax, charge in 2005 for a BNI arbitration settlement. See Note 9 of our Notes to Consolidated Financial Statements.

14



 

Percentage of Operating Revenue

 

Years Ended December 31

 

2002

 

2001

 

2000

 

1999

 

1998

 

 

2005

 

2004

 

2003

 

2002

 

2001

 

Operating revenues

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

36.4

 

37.6

 

35.6

 

34.9

 

34.9

 

 

27.3

 

29.8

 

32.5

 

36.4

 

37.6

 

Rents and purchased transportation

 

31.1

 

28.8

 

32.1

 

33.7

 

33.7

 

 

33.8

 

33.5

 

32.8

 

31.1

 

28.8

 

Fuel and fuel taxes

 

9.4

 

10.8

 

11.3

 

8.3

 

7.5

 

 

12.4

 

10.4

 

9.6

 

9.4

 

10.8

 

Depreciation and amortization

 

6.5

 

6.8

 

6.2

 

7.3

 

7.6

 

 

5.2

 

5.4

 

6.2

 

6.5

 

6.8

 

Operating supplies and expenses

 

5.8

 

6.9

 

6.1

 

6.2

 

5.3

 

 

4.3

 

4.5

 

4.9

 

5.8

 

6.9

 

Insurance and claims

 

2.5

 

2.0

 

1.8

 

2.0

 

1.8

 

 

1.8

 

2.0

 

2.6

 

2.5

 

2.0

 

Operating taxes and licenses

 

1.4

 

1.6

 

1.5

 

1.3

 

1.3

 

 

1.2

 

1.3

 

1.4

 

1.4

 

1.6

 

General and administrative expenses, net of gains

 

1.3

 

.9

 

1.3

 

1.7

 

1.4

 

General and administrative expenses,

 

 

 

 

 

 

 

 

 

 

 

net of gains

 

1.5

 

1.4

 

1.4

 

1.3

 

0.9

 

Communication and utilities

 

1.1

 

1.2

 

1.2

 

1.0

 

1.0

 

 

0.7

 

0.8

 

1.0

 

1.1

 

1.2

 

Arbitration settlement (2)

 

0.8

 

 

 

 

 

Total operating expenses

 

95.5

 

96.6

 

97.1

 

96.4

 

94.5

 

 

89.0

 

88.9

 

92.4

 

95.5

 

96.6

 

Operating income

 

4.5

 

3.4

 

2.9

 

3.6

 

5.5

 

 

11.0

 

11.1

 

7.6

 

4.5

 

3.4

 

Interest income

 

 

0.1

 

0.1

 

0.1

 

0.1

 

Interest expense

 

(1.1

)

(1.3

)

(1.1

)

(1.4

)

(1.6

)

 

0.2

 

0.3

 

0.8

 

1.2

 

1.4

 

Equity in earnings (loss) of associated companies

 

(.1

)

 

.2

 

.2

 

.1

 

Equity in loss of associated companies

 

0.2

 

0.1

 

 

0.1

 

 

Earnings before income taxes

 

3.3

 

2.1

 

2.0

 

2.4

 

4.0

 

 

10.6

 

10.8

 

6.9

 

3.3

 

2.1

 

Income taxes

 

1.0

 

.5

 

.3

 

.8

 

1.5

 

Income taxes (1)

 

4.0

 

5.6

 

3.0

 

1.0

 

0.5

 

Net earnings

 

2.3

%

1.6

%

1.7

%

1.6

%

2.5

%

 

6.6

%

5.2

%

3.9

%

2.3

%

1.6

%


(1)Reflects a $33.6 million reserve, including accrued interest expense in 2004, and $7.7 million reversal of non-cash tax benefit in 2003. See Note 5 of our Notes to Consolidated Financial Statements.

(2)Reflects a $25.8 million pretax, or a $16.5 million after-tax, charge in 2005 for a BNI arbitration settlement. See Note 9 of our Notes to Consolidated Financial Statements.

 

The following table sets forth certain operating data.

 

Years Ended December 31

 

2002

 

2001

 

2000

 

1999

 

1998

 

 

2005

 

2004

 

2003

 

2002

 

2001

 

Total loads

 

2,847,377

 

2,565,915

 

2,697,582

 

2,769,834

 

2,243,856

 

 

2,866,043

 

2,883,504

 

2,857,176

 

2,847,377

 

2,565,915

 

Average number of tractors owned/leased in the fleet during the year

 

10,712

 

10,710

 

10,055

 

9,183

 

8,207

 

Average number of company-operated tractors during the year

 

10,316

 

10,042

 

10,293

 

10,712

 

10,710

 

Company tractors operated (at year end)

 

10,653

 

10,770

 

10,649

 

9,460

 

8,906

 

 

10,480

 

10,151

 

9,932

 

10,653

 

10,770

 

Independent contractors (at year end)

 

679

 

336

 

16

 

 

 

 

1,310

 

1,301

 

994

 

679

 

336

 

Trailers/containers (at year end)

 

45,759

 

44,318

 

44,330

 

39,465

 

35,366

 

 

49,733

 

48,317

 

46,747

 

45,759

 

44,318

 

Company tractor miles (in thousands)

 

981,818

 

1,022,677

 

1,000,127

 

986,288

 

922,560

 

 

952,545

 

943,064

 

943,054

 

981,818

 

1,022,677

2

 

1015



 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

FORWARD-LOOKING STATEMENTSThe following discussion of our results of operations and financial condition should be read in conjunction with our financial statements and related notes in Item 8. This discussion contains forward-looking statements. Please see “Forward-looking Statements” and “Risk Factors” for a discussion of items, uncertainties, assumptions and risks associated with these statements.

 

This report contains statements that may be considered to be forward-looking or predictions concerning future operations or events.  Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are inherently uncertain, subject to risks and should be viewed with caution.  These statements are based on our belief or interpretation of information currently available.  Shareholders and prospective investors are cautioned that actual results and future events may differ materially from the forward-looking statements as a result of many factors.  Among all the factors and events that are not within our control and could have a material impact on future operating results include:  general economic and business conditions, competition and competitive rate fluctuations, cost and availability of diesel fuel, ability to attract and retain qualified drivers, a loss of one or more major customers, interference with or termination of our relationships with certain railroads, insurance costs and availability, claims expense, retention of key employees, terrorists attacks or actions, acts of war, adverse weather conditions, new or different environmental or other laws and regulations, increased costs for new revenue equipment or decreases in the value of used equipment and the ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment trade-in values.  Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings.  The above is not an all-inclusive list.  Financial and operating results of JBHT may fluctuate as a result of these and other risk factors or events as described from time to time in our filings with the Securities and Exchange Commission.  We assume no obligation to update any forward-looking statement to the extent we become aware that it will not be achieved for any reason.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Certain amounts included in or affecting our financial statements and related disclosures must be estimated, requiring certain assumptions with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared.

The preparation of our financial statements in conformity with accounting principles generally accepted accounting principlesin the United States requires us to make estimates and assumptions that affect:

impact the amounts reported for assetsin our consolidated financial statements and liabilities;

                  the disclosure of contingent assets and liabilities at the date of the financial statements; and

                  the amounts reported for revenues and expenses during the reporting period.

accompanying notes. Therefore, the reported amounts of assets, and liabilities, revenues, and expenses and associated disclosures with respect toof contingent assets and obligationsliabilities are necessarily affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with expertsthird parties and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recordedrecognized in the accounting period in which the facts that give rise to the revision become known.

 

In preparingWe consider our critical accounting policies and estimates to be those that require us to make more significant judgments and estimates when we prepare our financial statements and related disclosures, we must use estimates in determininginclude the economic useful lives of assets, provisions for uncollectible accounts receivable, exposures under self-insurance plans and various other recorded or disclosed amounts.  However, we believe that certain accounting policies are of more significance in the financial statement preparation process than others and are discussed below.  To the extent that actual outcomes differ from estimates, or additional facts and circumstances cause us to revise estimates, earnings will be affected.following:

 

Workers’ Compensation and Accident Costs

We purchase insurance coverage for a portion of our expenses related to employee injuries (workers’ compensation), vehicular collisions, and accidents and cargo claims. Most insurance arrangements include a level of self insuranceself-insurance (deductible) coverage applicable to each claim, but provide an umbrella policy to limit our exposure to catastrophic claim costs that are completely insured. The amounts of self insuranceself-insurance change from time to time based on certain measurement dates and policy expiration dates. Our current insurance coverage specifies that the self insured limit on the majorityDuring 2005, we were self-insured for essentially $2 million of our claims for personal injury and property damage and $1 million for workers’ compensation claims. Effective January 1, 2006, the self-insured portion of our claims exposure for personal injury, property damage and workers’ compensation was reduced to $500,000.

Our claims accrual policy for all self-insured claims is $1.5 million, which is prefunded withto recognize a liability at the time of the incident based on our insurance carrier.  We are substantially self-insured for lossanalysis of the nature and damage to our ownedseverity of the claims and leased revenue equipment.analyses provided by third-party claims administrators, as well as legal, economic and regulatory factors. Our safety and claims personnel work directly with representatives from ourthe insurance companies to continually update the estimated ultimate cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability. This process involves the use of loss-development factors based on our historical claims experience. In doing so, the recorded liability considers future claims growth and provides an allowance for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2002,2005, we

11



had an accrual of approximately $15$16 million offor estimated net claims payable.claims. In addition, we are required to pay certain advanced deposits and monthly premiums. At December 31, 2002,2005, we had a prepaid insurance asset of approximately $45 million.$76 million, which represented pre-funded claims and premiums. We are also substantially self-insured for loss of and damage to our owned and leased revenue equipment.

 

Revenue Equipment

We operate a significant number of tractors, trailers and containers in connection with our business. This equipment may be purchased or acquired under capital or operating leases.lease agreements. In addition, we may rent revenue equipment from third parties and various railroads under short-term rental arrangements. Revenue equipment which is purchased is depreciated on the straight-line

16



method over the estimated useful life down to an estimated salvage or trade-in value. Equipment acquiredWe had no revenue equipment under capital leases is initially recordedlease arrangements at the net present value of the minimum lease payments and amortized on the straight-line method over the lease term or the estimated useful life, whichever is shorter.December 31, 2005.

 

We have an agreement with our primary tractor supplier for guaranteed residual or trade-in values for certain new equipment acquired since 1999.equipment. We have utilized these trade-in values as well as other operational information, such as anticipated annual miles, in accounting for purchased and leased tractors.depreciation expense. If theour tractor supplier waswere unable to perform under the terms of such agreements,our agreement for trade-in values, it could have a material negative impact on our financial results. We periodically review the useful lives and salvage values of our revenue equipment and evaluate our long-lived assets for impairment. We have not identified any impairments to our existing assets.

 

Revenue Recognition

We recognize revenue based on the relative transit time of the freight transported. Accordingly, a portion of the total revenue which will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of the freight pickup and delivery service that has been completed at the end of the reporting period.

 

Segments

We operated three segments during calendar year 2002.  Segments included Truck (JBT), Intermodal (JBI) and Dedicated Contract Services (DCS).  JBT business included full truck-load, dry-van freight which is primarily transported utilizing company-owned or controlled revenue equipment.  Freight in the JBT segment is typically transported over roads and highways and no portion of a movement involves railroads.  The JBI segment includes freight which is transported by rail over at least a portion of the movement.  JBI freight may also include certain repositioning truck loads which are moved by JBI equipment or third-party carriers, in circumstances where the movement directs JBI equipment back toward intermodal operations.  DCS segment business usually includes company-owned revenue equipment and employee drivers who are assigned to a specific customer, traffic lane or service.  DCS operations most frequently involve formal, written long-term agreements which govern services performed and applicable rates.

Prior to July 1, 2000, the Logistics business segment (JBL) primarily consisted of J.B. Hunt Logistics, a wholly-owned subsidiary which provided a wide range of comprehensive transportation and freight management services.  Such services included experienced professional managers, information and freight optimization technology and the actual design or redesign of freight system solutions.  JBL utilized JBT, JBI or DCS owned or controlled assets and employees, third-party carriers, or a combination of these options to meet service requirements.  JBL services were typically provided in accordance with written long-term agreements.  Effective July 1, 2000, JBL exchanged its ownership in substantially all of its assets for an initial membership interest in TPI.  As of January 1, 2003, we increased our interest in TPI from approximately 27% to 37%.

12



RESULTS OF OPERATIONS

2002 Compared With 2001

Operating Segments

For Years Ended December 31

(in millions of dollars)

 

 

Gross Revenue

 

Operating Income

 

 

 

2002

 

2001

 

% Change

 

2002

 

2001

 

JBT

 

$

827.3

 

$

828.6

 

 

26.6

 

$

8.7

 

JBI

 

809.1

 

740.5

 

9

%

54.6

 

42.1

 

DCS

 

628.3

 

548.7

 

15

%

19.7

 

17.4

 

JBL

 

 

 

 

—-

 

 

Other

 

 

.6

 

 

.1

 

4.0

 

Subtotal

 

2,264.7

 

2,118.4

 

7

%

$

101.0

 

72.2

 

Inter-segment eliminations

 

(16.8

)

(18.1

)

 

 

 

Total

 

$

2,247.9

 

$

2,100.3

 

7

%

$

101.0

 

$

72.2

 

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related footnotes appearing in this annual report.

Overview of 2002YEAR IN REVIEW

 

Our consolidated net earningsfinancial results for calendar year 2002 were $51.82005 represented the fourth consecutive year of record revenues and earnings driven by good to excellent performance from each of our segments. Our 2005 net earnings of $207.3 million, or $1.28 per diluted earnings per share, of $1.33, compared with 2001 full-year earnings of $32.9were up 42% over the $146.3 million, or 91 cents$.88 per diluted share.  We generated $101 million of operating incomeshare, earned in 2002,2004. Fuel costs continued to represent a nearly 40% increase overchallenge for the $72.2 million of operating income in 2001.transportation industry during 2005. Our operating ratio was 95.5% in 2002 and 96.6% in 2001.  Our increase in 2002 net earnings was in spite of an effective income tax rate which rose2005 fuel cost per gallon averaged 33% above 2004 levels. However, due to 30.8% from 23.5% in 2001our fuel surcharge programs and the number of diluted shares outstanding increasing by nearly 8%.  The increase in shares outstanding reflects a secondary public offering, which closed in June of 2002.   Eachsupport and understanding of our threecustomers, we were able to recover the majority of our higher fuel costs.

Freight demand during the first half of 2005 was not as strong as the comparable period of 2004, but volume levels improved during the last half of 2005. Our DCS and JBT segments contributed most significantly to the improved earnings levelsour higher level of profitability in 2002.

JBT segment gross revenue was essentially flat, totaling $827.3 million in 2002 and $828.6 million in 2001.  However, 2002 revenues were generated with approximately 3% fewer tractors.  In addition, 2002 fuel surcharge revenues were $14.2 million lower than the comparable amount in 2001, which negatively impacted the revenue comparison by approximately 2%.  Truck segment operating income rose to $26.6 million in 2002, from $8.7 million in 2001.  The improvement in 2002 operating income reflected higher revenue per loaded mile, reduced empty miles and lower driver pay rates.  A significant portion of the higher revenue per loaded mile and reduced empty miles was a result of our continued focus on yield management and improved revenue quality.  The reduction in driver pay per mile was a result of changes in pay scales for newly-hired drivers.

JBI segment gross revenue grew 9%, to $809.1 million in 2002, from $740.5 million in 2001.  Revenue growth was due, in part, to continued demand for our intermodal service offering and conversion of our container fleet to 100% 53-foot units.  Operating income in the JBI segment rose to $54.6 million in 2002 from $42.1 million in 2001.  Our JBI operating ratio was 93.3% in 2002 and 94.3% in 2001.  Financial results in this segment were enhanced by improved container utilization, improved driver productivity and a focus on revenue quality.

DCS segment revenue grew nearly 15%, to $628.3 million in 2002, from $548.7 million in 2001.  Revenue growth was primarily a result of a 9% increase2005. While increases in the size of the DCS and JBT tractor fleet andfleets accounted for a portion of the increases in operating income, our continued focus on improvingcapacity management and revenue per tractor was the qualityprimary factor driving 2005 improved net earnings. Capacity management is a continuous process of reviewing our freight and individual fleets.  While operating income rosededicated arrangements to $19.7 million in 2002 from $17.4 million in 2001, the segment’s operating ratio was 96.9% in 2002determine whether business that is generating low or negative margins can be replaced by different business with better margins. We also continually analyze our business to ensure we are charging a fair price for all services that we provide. Primarily due to our capacity-management actions and 96.8% in 2001.  We reduced some costs in the DCS segment such as driver payrate increases which offset non-fuel cost increases, our 2005 revenue per tractor (excluding fuel surcharges) increased 5.3% and overhead, however, higher accident and claims expenses, as well as new project start up costs, more than offset the improvements.

13



The following table sets forth items4.3% in our Consolidated Statements of Earnings as a percentage of operating revenuesDCS and the percentage increase or decrease of those items as compared with the prior year.

 

 

Percentage of
Operating Revenue

 

Percentage Change
Between Years

 

 

 

2002

 

2001

 

2002 vs. 2001

 

 

 

 

 

 

 

 

 

Operating revenues

 

100.0

%

100.0

%

7.0

%

Operating expenses:

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

36.4

%

37.6

%

3.6

%

Rents and purchased transportation

 

31.1

 

28.8

 

15.5

 

Fuel and fuel taxes

 

9.4

 

10.8

 

(6.8

)

Depreciation and amortization

 

6.5

 

6.8

 

2.2

 

Operating supplies and expenses

 

5.8

 

6.9

 

(10.3

)

Insurance and claims

 

2.5

 

2.0

 

32.4

 

Operating taxes and licenses

 

1.4

 

1.6

 

.6

 

General and administrative expenses, net of gains

 

1.3

 

.9

 

55.7

 

Communication and utilities

 

1.1

 

1.2

 

(2.0

)

Total operating expenses

 

95.5

 

96.6

 

5.9

 

Operating income

 

4.5

 

3.4

 

39.8

 

Interest expense

 

(1.1

)

(1.3

)

(8.4

)

Equity in earnings (loss) of associated companies

 

(.1

)

 

(35.0

)

Earnings before income taxes

 

3.3

 

2.1

 

73.7

 

Income taxes

 

1.0

 

.5

 

127.2

 

Net earnings

 

2.3

%

1.6

%

57.3

%

Consolidated Operating Expenses

Total operating expenses in 2002 increased 5.9% over 2001, while operating revenues rose 7.0%.JBT segments, respectively. Our operating ratio improved to 95.5% in 2002, compared with 96.6% in 2001.  Salaries, wages and employee benefits expense increased 3.6% in 2002, and declined to 36.4% of revenue in 2002 from 37.6% in 2001.  As previously mentioned, a lower mileage pay rate in our JBT segment for newly-hired drivers and the use of additional independent contractors were primary contributors to the relationship of this cost category to operating revenues.  Partly offsetting a decline in drivers’ wages relative to revenue were increases in maintenance wages, workers’ compensation, health insurance and office employee incentive expenses.  We opened some new company managed maintenance facilities and increased our mechanic labor force by about 14% in order to reduce the amount of maintenance that we outsource.  We also experienced higher costs in workers’ compensation and other fringe benefit programs and paid additional incentive payments to our office and administrative personnel that resulted from improved 2002 net earnings.

Rents and purchased transportation expense increased 15.5%, primarily due to the growth of our JBI business segment and the related payments to railroads and drayage carriers and the use of more independent contractors.  The 6.8% decline in fuel and fuel tax expense was primarily a result of fuel costs per gallon averaging about 5% less vs. 2001.  Operating supplies and expenses were down 10.3% in 2002 reflecting the reduced amount of outsourced tractor and trailer maintenance work and our focus on reducing travel expenses.  The 32.4% increase in insurance and claims costs reflects escalating liability insurance premiums which have been experienced industry wide and our higher accident costs.  The significant increase in general and administrative expenses was due primarily to higher driver advertising and recruiting expense in 2002 and changes in our gains and losses on revenue equipment dispositions.  In 2002, we had a $1.8 million net loss on equipment and facility dispositions, compared with a net gain of $4.8 million in 2001.

Our net interest expense declined in 2002, partly due to the approximate $68 million of capital we raised through a secondary public offering of common stock which closed in June of 2002.  We increased our effective income tax rate to 30.8% in 2002, from 23.5% in 2001, primarily to reflect additional taxes associated with our increased earnings.

14



Equity in losses of associated companies reflects our share of operating results for TPI and for our Mexican joint venture.  Amounts included the following:

 

 

Years Ended December 31
(000)

 

 

 

2002

 

2001

 

TPI

 

$

(1,353

)

$

(1,918

)

 

 

 

 

 

 

Mexican joint venture

 

 

(165

)

 

 

 

 

 

 

 

 

$

(1,353

)

$

(2,083

)

JBHT’s financial exposure is limited to its approximate $8.5 million investment in TPI as we have not made any additional commitments or guaranteed any of TPI’s financial obligations.

The year 2001 financial results of our Mexican joint venture primarily reflect adjustments to the carrying value of the investment due to the anticipated sale of our interests.  During the first quarter of 2002, we sold our joint venture interest in Mexico for its carrying value, to the majority owner, Transportacion Maritima Mexicana (TMM).  We recorded an $18.1 million note receivable from TMM, which, according to the terms of this sale, will be paid in four annual payments of approximately $4.5 million, plus interest at 5% per annum, through June of 2005.  The first payment was received as scheduled in June of 2002.

2001 Compared With 2000

Operating Segments

For Years Ended December 31

(in millions of dollars)

 

 

Gross Revenue

 

Operating Income

 

 

 

2001

 

2000

 

% Change

 

2001

 

2000

 

JBT

 

$

828.6

 

$

833.8

 

(1

)%

$

8.7

 

$

(7.1

)

JBI

 

740.5

 

681.1

 

9

%

42.1

 

36.7

 

DCS

 

548.7

 

478.6

 

15

%

17.4

 

28.4

 

JBL

 

 

230.0

*

 

 

8.1

*

Other

 

.6

 

 

 

4.0

 

(2.7

)

Subtotal

 

2,118.4

 

2,223.5

 

(5

)%

72.2

 

63.4

 

Inter-segment eliminations

 

(18.1

)

(63.1

)

 

 

 

Total

 

$

2,100.3

 

$

2,160.4

 

(3

)%

$

72.2

 

$

63.4

 


*As of December 31, 2000, TPI qualified as a reportable business segment for financial reporting purposes. However, the logistics segment (JBL) information for 2001 shown above excludes TPI.  TPI is accounted for on the equity method and does not qualify as a reporting segment in 2001.

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related footnotes appearing in this annual report.

Overview of 2001

Financial and operating results for the year 2001 were impacted by a number of significant items.  General economic conditions in the transportation industry were soft during the majority of the year and fuel costs varied dramatically, sometimes changing more than 10% from one month to the next.  However, overall fuel costs for 2001 were down from the prior year.  Consolidated operating revenues for 2001 decreased approximately 3% from 2000.  Excluding the JBL operations, which were contributed to TPI as of July 1, 2000, revenue growth for the remaining business segments was approximately 6%.  The growth in the remaining segments is attributable to expansion of our operating fleet of tractors from an average of 10,055 in 2000 to 10,710 in 2001, an average increase of 655 tractors or 6.5%.  While fuel costs and related fuel surcharge revenues varied significantly during 2001, the net change in fuel surcharge revenue had less than a 1% impact on revenue between 2001 and 2000.

JBT segment revenue totaled $828.6 million in 2001, down 1% from 2000.  This decline was due in part to the softer economy that created a reduced demand for freight.  JBT began focusing on improving the operating ratio through cost management initiatives rather than JBT fleet growth.  We had no plans to grow the JBT fleet until such time that a reasonable operating income had been achieved, warranting the additional investment of capital.  JBT tractor count,

15



including independent contractors (I/C’s) declined nearly 3% during 2001 and tractor utilization was also down approximately 3%.  However, revenue per loaded mile increased 3.9%, excluding fuel surcharges, reflecting freight mix changes and pure rate increases,.  The Truck segment generated operating income of $8.7 million in 2001, compared with a loss of $7.1 million in 2000.  As a result of a new initiative commenced in late 2000, the number of I/C’s in JBT grew to 337 in 2001, from 16 at the end of 2000.  Continued volatility in the earnings power of the Truck unit is likely to prevail until supply and demand factors in the truckload industry improve.  Additional improvement is significantly dependent upon increases in the availability of freight.

JBI segment business was reasonably strong during 2001 and grew 9% to $740.5 million from $681.1 million in 2000.  The Intermodal segment held its tractor count essentially flat at 910 during 2001. Unlike the other segments, growth of JBI is not easily tracked by number of tractors, as JBI can utilize outside dray carriers and the other JBHT business units to support load and revenue growth.  The increase in revenue can be attributed to a 5% increase in the number of loads from 2000 to 2001, coupled with a 1.7% increase in revenue per loaded mile, excluding fuel surcharges.  As a result of revenue growth and utilization of containers,FSC, also increased 5.0% in 2005. While these rate increases were the best our intermodal segment has experienced in several years, we did start to incur higher railroad purchased transportation expense. Our JBI operating income climbed 15%was clearly reduced by the BNI arbitration charge. The third quarter 2005 arbitration charge of $25.8 million included $8.3 million that related to 2004 freight movements. We also incurred significant legal fees in 20012004 and 2005 associated with this arbitration process. Excluding the effects of the $8.3 million arbitration charge that related to $42.1 million from $36.7 million2004 freight movements, our JBI segment would have reported an increase in 2000.2005 operating income, compared with the decrease of 5%.

 

DCS segment revenue grew 15%We continued our focus on safety during 2001,2005. Although our 2005 actual insurance and safety costs were slightly higher than 2004, we were able to $548.7duplicate the fine performance we saw in 2004 in terms of DOT accidents per million from $478.6miles and DOT preventable accidents per million miles. One significant result of our industry-leading safety results over the past several years was the establishment of a multi-year $500,000 deductible limit in 2000.our primary casualty and workers’ compensation insurance coverage. This growth ratenew deductible limit was down significantly from recenteffective January 1, 2006, and compares with $2 million for casualty and $1 million for workers’ compensation in 2005.

17



Our 2005 consolidated operating ratio (operating expenses divided by total operating revenues) was 89.0%, compared with 88.9% in 2004 and 92.4% in 2003. The current year was the second consecutive time in over 10 years due to:  1) soft economic conditions which made companies more apprehensive about changing or outsourcing their transportation needs, and;  2)that we have achieved an operating ratio for a full year below 90%. We re-initiated paying a quarterly cash dividend of $.015 in early 2004 and increased our unwillingnessdividend to reduce rates$.06 in December 2004 and to increase market share.  The DCS segment tractor fleet grew by 15% during 2001, but revenue growth was limited by idle tractors throughout most of the year.  DCS generated $17.4$.08 in December 2005. We also announced plans in December 2004 to repurchase up to $100 million of operating incomeour common stock and announced an additional $500 million repurchase program in 2001, compared with $28.4 million in 2000.  The lower margin and reduced operating income was primarily a result of idle tractors and a higher proportionate amount of shared trailer pool and corporate support costs being assigned to the business, as a result of improving the tracking of trailer usage and the increased internal transfer price, which is charged by JBT and JBI when DCS utilizes their assigned trailers.  Cost control and close analysis of individual fleet profitability remains a DCS objective.April 2005.

 

For the year ended December 31, 2001, JBHT’s share of TPI’s results of operations totaled a loss of $1.9 million, compared with earnings of $440,000 for the six month period ended December 31, 2000.  TPI’s operating loss in 2001 was primarily due to start up expenses.  JBHT’s financial exposure is limited to its approximate $6.4 million investment in TPI as we have not made any additional commitments or guaranteed any of TPI’s financial obligations.RESULTS OF OPERATIONS

 

The following table sets forth items in our Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior year.

 

 

Percentage of

 

 

 

Percentage Change

 

 

Operating Revenues

 

 

 

Between Years

 

 

Percentage of
Operating Revenue

 

Percentage Change
Between Years

 

 

 

 

 

 

 

 

2005 vs.

 

2004 vs.

 

 

2001

 

2000

 

2001 vs. 2000

 

 

2005

 

2004

 

2003

 

2004

 

2003

 

Operating revenues

 

100.0

%

100.0

%

(2.8

)%

 

100.0

%

100.0

%

100.0

%

12.3

%

14.5

%

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits

 

37.6

%

35.6

%

2.7

%

 

27.3

%

29.8

%

32.5

%

3.0

%

4.8

%

Rents and purchased transportation

 

28.8

 

32.1

 

(13.0

)

 

33.8

 

33.5

 

32.8

 

13.5

 

16.6

 

Fuel and fuel taxes

 

10.8

 

11.3

 

(6.9

)

 

12.4

 

10.4

 

9.6

 

34.8

 

24.2

 

Depreciation and amortization

 

6.8

 

6.2

 

6.2

 

 

5.2

 

5.4

 

6.2

 

8.9

 

(0.3

)

Operating supplies and expenses

 

6.9

 

6.1

 

11.4

 

 

4.3

 

4.5

 

4.9

 

7.0

 

4.0

 

Insurance and claims

 

2.0

 

1.8

 

8.7

 

 

1.8

 

2.0

 

2.6

 

0.9

 

(13.8

)

Operating taxes and licenses

 

1.6

 

1.5

 

 

 

1.2

 

1.3

 

1.4

 

2.3

 

5.4

 

General and administrative expenses, net of gains

 

.9

 

1.3

 

(32.5

)

 

1.5

 

1.4

 

1.4

 

19.4

 

10.7

 

Communication and utilities

 

1.2

 

1.2

 

(.7

)

 

0.7

 

0.8

 

1.0

 

(1.9

)

(1.8

)

Arbitration settlement

 

0.8

 

 

 

 

 

Total operating expenses

 

96.6

 

97.1

 

(3.3

)

 

89.0

 

88.9

 

92.4

 

12.4

 

10.1

 

Operating income

 

3.4

 

2.9

 

13.9

 

 

11.0

 

11.1

 

7.6

 

10.9

 

67.1

 

Interest income

 

 

0.1

 

0.1

 

(48.8

)

(30.9

)

Interest expense

 

(1.3

)

(1.1

)

5.0

 

 

0.2

 

0.3

 

0.8

 

(11.3

)

(63.1

)

Equity in earnings (loss) of associated companies

 

 

.2

 

 

Equity in loss of associated company

 

0.2

 

0.1

 

 

90.6

 

255.9

 

Earnings before income taxes

 

2.1

 

2.0

 

1.5

 

 

10.6

 

10.8

 

6.9

 

10.4

 

80.2

 

Income taxes

 

.5

 

.3

 

59.2

 

 

4.0

 

5.6

 

3.0

 

(19.0

)

115.9

 

Net earnings

 

1.6

%

1.7

%

(8.7

)%

 

6.6

%

5.2

%

3.9

%

41.7

%

53.2

%

 

1618




2005 Compared With 2004

Consolidated Operating Revenues

Our total consolidated operating revenues rose to $3.13 billion in 2005, a 12.3% increase over 2004. We believe that meaningful analysis of our financial performance and revenue growth requires that fuel surcharge (FSC) revenue, which can fluctuate significantly between reporting periods, be excluded when making revenue comparisons. Significantly higher fuel prices resulted in FSC revenues of $336 million in 2005, compared with $167 million in 2004. This FSC revenue impacted our year-to-year comparison. If FSC revenues were excluded from both years, the increase of 2005 revenue over 2004 was 6.6%. This increased level of revenue, excluding FSC, was primarily a result of rate increases, our capacity-management actions and a small increase in the size of our tractor fleet. JBT segment revenue per loaded mile (excluding FSC) in 2005 averaged 6.0% higher than 2004, while DCS’s revenue per tractor (excluding FSC) rose 5.3% in 2005 over 2004. A nearly 3% increase in 2005 JBI load volume also contributed to our higher levels of revenue.

 

Consolidated Operating Expenses

Our total 2005 consolidated operating expenses increased 12.4% over 2004. The combination of the 12.3% increase in 2005 revenue over 2004 and this increase in operating expenses resulted in our 2005 operating ratio increasing slightly to 89.0% from 88.9% in 2004. The total cost of salaries, wages and employee benefits increased 3.0% in 2005 over 2004, primarily due to higher levels of driver compensation. Rents and purchased transportation costs rose 13.5% in 2005, primarily due to additional funds paid to railroads and drayage companies, related to JBI growth.

Fuel and fuel taxes expense was up 34.8% in 2005, primarily due to 33% higher fuel cost per gallon and slightly lower fuel miles per gallon. We have fuel surcharge programs in place with the majority of our customers that allow us to recognize and adjust revenue charges relatively quickly when fuel costs change. It is difficult to compare the amount of FSC revenue or the change of FSC revenue between reporting periods to fuel tax expense or the change of fuel expense between periods, as a significant portion of fuel costs is included in our payments to railroads, dray carriers and other third parties. These payments are classified as purchased transportation expense. While we are not always able to recover all fuel cost increases, partly due to empty miles run and engine-idling time, we were able to recover the majority of our increased fuel costs. The 8.9% increase in depreciation and amortization expense was partly a result of higher new-tractor purchase prices and an approximately 3% increase in the size of our company-owned tractor fleet.

Operating supplies and expenses rose 7.0% in 2005, partly a result of higher trailing equipment maintenance, tires and tolls costs. A number of states have recently raised their rates for highway and bridge tolls. The significant increase in general and administrative expenses reflects higher driver recruiting and testing costs, legal and professional fees related to our arbitration proceeding, and charitable contributions. In October 2005, we announced a gift to the University of Arkansas that represented approximately $5.6 million. Also included in the general and administrative expense category, we recognized a $1.8 million net gain on the disposition of assets in 2005, compared with a $0.4 million gain in 2004. The arbitration settlement expense incurred during 2005 was due to the arbitration decision that was discussed earlier. We accrued approximately $2.7 million of interest expense during 2005 related to an IRS contingency. Our effective income tax rate was 37.9% in 2005 and 51.6% in 2004. Income tax expense in 2004, included a contingent tax liability of $33.6 million, including accrued interest, related to the IRS’s challenge of certain sale-and-leaseback transactions that closed in 1999.

We expect our effective income tax rate to approximate 39.0% for calendar year 2006.

The “equity in loss of associated company” item on our Consolidated Statement of Earnings reflects our share of the operating results of TPI.

19



Segments

We operated three business segments during calendar year 2005. The operation of each of these businesses is described in footnote 11. The following tables summarize financial and operating data by segment.

Operating Revenue by Segment

 

 

For Years Ended December 31

 

 

 

(in millions of dollars)

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

1,020

 

$

928

 

$

841

 

JBI

 

1,284

 

1,115

 

936

 

DCS

 

844

 

760

 

671

 

Subtotal

 

3,148

 

2,803

 

2,448

 

Inter-segment eliminations

 

(20

)

(17

)

(15

)

Total

 

$

3,128

 

$

2,786

 

$

2,433

 

Operating Income by Segment

 

 

For Years Ended December 31

 

 

 

(in millions of dollars)

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

119

 

$

103

 

$

49

 

JBI (1)

 

124

 

131

 

91

 

DCS

 

100

 

75

 

45

 

Other

 

1

 

1

 

1

 

Total

 

$

344

 

$

310

 

$

186

 


(1)  JBI 2005 operating income reflects a $25.8 million BNI arbitration settlement charge.

20



Operating Data By Segment

 

 

For Years Ended December 31

 

 

 

2005

 

2004

 

2003

 

JBT

 

 

 

 

 

 

 

Operating ratio

 

88.4

%

88.9

%

94.1

%

Total loads

 

900,427

 

932,818

 

959,551

 

Revenue (excl. fuel surcharge) per tractor per week

 

$

3,128

 

$

2,999

 

$

2,739

 

Length of haul in miles

 

558

 

540

 

535

 

Revenue per loaded mile (excl. fuel surcharge)

 

$

1.755

 

$

1.655

 

$

1.526

 

Average number of tractors during the period

 

5,430

 

5,420

 

5,592

 

Tractors at end of period

 

 

 

 

 

 

 

Company owned

 

4,368

 

4,280

 

4,429

 

Independent contractor

 

1,142

 

1,113

 

994

 

Total tractors

 

5,510

 

5,393

 

5,423

 

Average effective trailing equipment usage *

 

14,309

 

14,852

 

14,979

 

 

 

 

 

 

 

 

 

JBI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating ratio

 

90.4

%

88.2

%

90.3

%

Total loads

 

598,857

 

581,849

 

527,404

 

Net change in revenue per loaded mile (excl. fuel surcharge)

 

5.0

%

3.4

%

0.7

%

Tractors at end of period

 

1,357

 

1,192

 

1,047

 

Average effective trailing equipment usage *

 

22,881

 

21,409

 

19,719

 

 

 

 

 

 

 

 

 

DCS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating ratio

 

88.1

%

90.2

%

93.3

%

Revenue (excl. fuel surch. & pur. trans.) per tractor per week

 

$

2,935

 

$

2,787

 

$

2,644

 

Average number of tractors during the period

 

5,012

 

4,891

 

4,669

 

Tractors at end of period

 

5,010

 

5,045

 

4,608

 

Average effective trailing equipment usage *

 

11,909

 

11,237

 

11,448

 


* Reflects average use of corporate-wide trailing equipment

JBT Segment

JBT segment revenue was $1.02 billion in 2005, up 9.9% over the $928 million in 2004. Higher FSC revenue in 2005 impacted this comparison. If the amount of FSC revenue were excluded from both years, 2005 JBT revenue rose 4.7% over 2004. The average tractor count in 2005 was essentially the same as 2004. However, revenue per loaded mile, excluding FSC, was 6.0% above 2004. This higher level of revenue per loaded mile was offset by approximately 1.5% lower tractor utilization. Current-year revenue growth was also up due to additional outsourced freight activity.

21



Operating income of our JBT segment climbed to $119 million in 2005, from $103 million in 2004. The significant increase in revenue per loaded mile, excluding FSC, accounted for the majority of this operating income improvement.

JBI Segment

JBI segment revenue grew by 15.2%, to $1.28 billion in 2005, from $1.12 billion in 2004. If FSC revenue were excluded from both years, 2005 segment revenue increased 8.6% over 2004. A significant portion of this revenue growth was driven by a 5.0% increase in revenue per loaded mile, excluding FSC. In addition, 2005 load volume increased 2.9% over 2004. The remaining portion of revenue growth was primarily a result of changes in freight mix.

Operating income in our JBI segment declined to $124 million in 2005, from $131 million in 2004. As previously described, a $25.8 million arbitration settlement paid to BNI during the third quarter of 2005 reduced JBI operating income. In addition, this settlement also resulted in higher rail purchased transportation expense effective October 1, 2005. These costs more than offset the impact of higher rates and volume in the segment.

DCS Segment

DCS segment revenue grew 11.1% to $844 million in 2005, from $760 million in 2004. The increase in fuel surcharge revenue in 2005 significantly impacted this comparison. If we exclude fuel surcharge revenue from both years, DCS segment revenue rose 6.3% over 2004. This increase in revenue resulted from a combination of a 2.5% increase in the average tractor count and a 5.3% increase in net revenue per tractor, excluding FSC. These increases were partly offset by a 1.4% decline in revenue related to freight delivered by third-party carriers. The majority of these movements were billed by us to the customer in 2004. In 2005, a larger portion of these movements were billed directly to our customer by the third-party carrier.

Operating income rose 34% to $100 million in 2005, compared with $75 million in 2004. Similar to 2004, we conducted reviews of our underperforming dedicated accounts, identifying opportunities to either improve margins or redeploy assets. Financial discipline in the area of pricing and contract structure helped ensure that new business during 2005 generated appropriate financial returns. We also remained focused on cost controls and raised rates when appropriate. These efforts have improved our DCS segment operating ratio to 88.1% in 2005 from 90.2% in 2004.

2004 Compared With 2003

Overview of 2004

Our consolidated net earnings for calendar year 2004 totaled a record $146 million. This compares with our previous record net earnings of $95 million in 2003. Diluted earnings per share were $.88 in 2004, also a record number, compared with $.58 in 2003. The average number of diluted shares outstanding in 2004 was approximately 2% higher than the comparable number in 2003. Consolidated operating revenues were $2.79 billion in 2004, an increase of 14% over the $2.43 billion in 2003.

Each of our business segments contributed to our improved financial results in 2004. While the overall economy and level of freight activity were not particularly strong during 2004, a number of factors contributed to our improved level of earnings. We continued our focus on capacity management, as well as individual load and lane profitability. A number of new proprietary technology tools and increased management focus allowed us to reduce the amount of unprofitable lanes and freight and to properly charge for equipment and services provided to customers. In addition, the levels of available capacity in the industry were reduced by significant increases in insurance, fuel, equipment

22



and driver compensation costs. The availability of qualified drivers also limited carriers’ ability to expand the size of their fleets.

JBT Segment

JBT segment revenue was $928 million in 2004, up 10% over the $841 million in 2003. Higher FSC revenue in 2004 impacted this comparison. If the amount of FSC revenue were excluded from both years, 2004 JBT segment revenue rose 7.9% over 2003. The average tractor count in 2004 declined 3.1% from 2003. However, revenue per loaded mile, excluding FSC, was 8.7% above 2003, offsetting the decrease in the tractor fleet and enhancing operating income. 2004 revenue growth was also up approximately 2% from outsourced freight activity.

Operating income of the JBT segment rose to $103 million in 2004, from $49 million in 2003. The significant increase in revenue per loaded mile, excluding FSC, accounted for the majority of this operating income improvement. In addition, lower JBT accident and workers’ compensation costs positively impacted 2004 operating income.

JBI Segment

JBI segment revenue grew by 19%, to $1.12 billion in 2004, from $936 million in 2003. Higher FSC revenue in 2004 impacted this comparison. If FSC revenue were excluded from both years, 2004 JBI segment revenue increased 15.8% over 2003. A significant portion of this revenue growth was driven by a 10.3% increase in loads. Revenue per loaded mile, excluding FSC, was 3.4% above 2003 levels. The remaining portion of revenue growth was primarily a result of freight mix changes.

Operating income in the JBI segment increased to $131 million in 2004 from $91 million in 2003. The increase in 2004 JBI operating income levels was partly a result of the higher revenue per loaded mile, excluding FSC, increased load volume and lower revenue equipment ownership costs, partly offset by higher rail and dray purchased transportation expenses.

DCS Segment

DCS segment revenue grew over 13% to $760 million in 2004, from $671 million in 2003. The higher level of FSC revenue in 2004 impacted this comparison. If FSC revenue were excluded from both years, 2004 DCS segment revenue rose 10% over 2003. The average number of trucks in the dedicated fleet increased nearly 5% in 2004. The additional revenue growth in 2004 was primarily a result of a 6% increase in net revenue per tractor.

Operating income increased 65% to $75 million in 2004 versus $45 million in 2003. During 2004, we conducted reviews of our underperforming dedicated accounts and identified opportunities to either improve margins or redeploy assets. We also implemented cost controls and raised rates as appropriate. These efforts improved our DCS segment operating ratio to 90.2% in 2004 from 93.3% in 2003.

Consolidated Operating Expenses

Total operating expenses increased 10.2% in 2001 declined 3.3% from 2000, decreasing2004 over 2003, while operating revenues increased 14.5%. The combination of the change in relative proportion to operating revenues.  Ourthese two categories resulted in our operating ratio (operating expenses expressed as a percentage of operating revenues) improved slightlyimproving by 350 basis points to 96.6%88.9% in 20012004, from 97.1%92.4% in 2000.2003. As previously mentioned, increases in revenue per loaded mile, excluding FSC, and lower casualty and workers’ compensation claims costs were two of the JBL segmentmore significant factors driving these changes. We also increased the number of ICs in our JBT and DCS fleets to 1,301 at December 31, 2004, from 994 at the end of 2003. When we replace company-operated tractors and driver employees with ICs, certain costs such as salaries, wages, employee benefits and fuel are reduced and other costs such as purchased transportation increase.

The expense category of salaries, wages and employee benefits declined to 29.8% of revenue in 2004 from 32.5% in 2003 and the total expense dollars only increased 4.8% from 2003, compared with

23



the 14.5% increase in revenue. While we did increase compensation levels for many of our drivers in 2004, these increases were partly offset by lower workers’ compensation costs. The number of company drivers at December 31, 2004, was contributedapproximately equal to TPI effective July 1, 2000.  This approximate 10% reductionthe number at the end of 2003. The 16.6% increase in consolidated operating revenues was the primary factor in reduced rents and purchased transportation expense.  Thewas primarily due to additional funds paid to railroads and drayage companies, related to JBI segment relied solely on JBTbusiness growth, and third party carriersto the continued expansion of our IC fleets.

Fuel cost per gallon was approximately 21% higher in 2004 over 2003. This increase in fuel costs and slightly lower fuel efficiency accounted for transportation services and accordingly, purchased transportationthe 24.2% increase in fuel costs. We have fuel surcharge programs in place with the majority of our customers that allow us to adjust charges relatively quickly when fuel costs as a percentchange. If fuel costs change rapidly, we may experience some financial impact from timing differences between financial reporting periods. We were able to recover substantially all of revenue were significantly higher than the other segments.  our increased fuel costs experienced in calendar year 2004. We have no contract or derivative programs in place to hedge changes in fuel costs.

The decline in fuelinsurance and fuel taxclaims expense was primarily due to significantly lower fuel cost per gallon in late 2001.  The increase in 2001 operating supplies and expenses reflected higher tractor and trailing equipment maintenance and tire costs.  Insuranceaccident and claims costs reflected higher collision ratesexperience in JBT during 2001.2004. As mentioned above, we have continued to focus on safety throughout our entire organization. The significant decline incategory of general and administrative expenses was due to an approximate $5.5 million gain on the sale of a group of trailers, which closed in March of 2001.includes driver recruiting and testing, legal and professional fees, and bad debt expense. Gains and losses on revenue equipment dispositions are includedalso classified in this expense classificationthe general and totaledadministrative category. We experienced a net gain of $4.8 millionapproximately $402,000 on revenue equipment and other dispositions in 2001,2004, compared with a $1.1 million loss of $267,000 in 2000.2003.

 

EquityOur net interest expense declined to $5.5 million in 2004 from $17.2 million in 2003. We continued to reduce our debt and capitalized lease obligations during 2004 and paid off all our remaining balance sheet debt and capital leases as of December 31, 2004. Our continued improvement in net earnings (loss)and strong cash flow allowed us to pay off this debt. Our effective income tax rate was 51.6% in 2004, compared with 43.1% in 2003. Income tax expense in 2004 reflects a contingent tax liability of $33.6 million, including accrued interest expense, related to certain sale-and-leaseback transactions that closed in 1999. Income tax expense in 2003 reflected the reversal of $7.7 million of non-cash tax benefits taken in early 2003 related to these sale-and-leaseback transactions. See Risk Factors for additional information on this matter. Our 2004 and 2003 income tax rates are also higher than statutory federal and state rates, primarily due to our driver per diem plan. This plan generates net benefits to most of our eligible drivers and to the Company. However, it does result in an increase in our effective income tax rates.

The “equity in loss of associated companiescompany” item on our consolidated statement of earnings reflects our share of the operating results for Transplace, Inc. (TPI). Effective January 1, 2003, we increased our interest in TPI and for the Mexican joint venture.  Equityto approximately 37%, from 27% in earnings amounts included the following:

 

 

Year Ended December 31
(000)

 

 

 

2001

 

2000

 

TPI

 

$

(1,918

)

$

440

 

 

 

 

 

 

 

Mexican joint venture

 

(165

)

4,337

 

 

 

 

 

 

 

 

 

$

(2,083

$

4,777

 

The year 20012002. JBHT’s financial resultsexposure is limited to its approximate $5.3 million investment in TPI since we have not made any additional commitments or guaranteed any of our Mexican joint venture primarily reflected adjustments to the carrying value of the investment due to the anticipated sale of our interests.  We had an agreement in principle for a sale to the majority owner of the joint venture.  This transaction was consummated in early 2002.TPI’s financial obligations.

 

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

We generate significant amounts of cash fromprovided by operating activities. Net cash provided by operating activities was $174$332 million in 2002, $1722005, $405 million in 20012004 and $125$333 million in 2000.  While 2002 and 2001 reflected a typical level of2003. Our continued improvement in net earnings from 2003 to 2005 has enhanced net cash from operations. The decline in 2005 cash provided by operating activities 2000 was impactedpartly due to larger federal income tax payments and an increase in accounts receivable. Net cash provided by operating activities in 2005 was reduced relative to 2004 by the change in deferred income taxes, which in turn, was a significant prepaymentresult of reduced tax depreciation expense. The 2005 use of cash for an operating lease whichtrade accounts payable was funded in early 2000.partly due to timing differences of payments for insurance premiums. Cash flows used in investing activities primarily reflect additions to and dispositions from our fleet of revenue equipment. DuringThe higher level of cash used in investing activities during 2004 was a result of delayed tractor purchases in early 2003, while we were testing the latter partnew EPA-compliant engines, and our decision in late 2003 to commence purchasing tractors that were under capital lease arrangements. We paid $60.8 million in 2004 to

24



purchase tractors that were previously under capital lease programs. At December 31, 2005, we had no revenue equipment on capital leases.

Net cash used in financing activities during 2005 reflects the repurchase of 2000 through late 2001, we$239 million of our common stock. We utilized cash to pay down debt and to purchase revenue equipment off capital leases in 2003 and 2004. We borrowed $124 million during 2005, primarily to acquire tractors.  Tractor additions since October 2001 have been purchased.  The majorityfund stock repurchases and the payment of our trailing equipment additions since October 2000 have been under operating lease programs.  Net cash provided by financing activities in 2002 reflects our $68 million secondary stock offering, which closed in June of 2002.  We discontinued a commercial paper borrowing program during 2001 and ceased paying cash dividends in early 2000.dividends.

 

SELECTED BALANCE SHEET DATASelected Balance Sheet Data

 

As of December 31

 

2002

 

2001

 

2000

 

Working capital ratio

 

1.33

 

1.45

 

1.04

 

Current maturities of long-term debt and lease obligations (millions)

 

$

124

 

$

38

 

$

101

 

Total debt and capitalized lease obligations (millions)

 

$

343

 

$

392

 

$

401

 

Total debt to equity

 

.58

 

.86

 

.96

 

Total debt as a percentage of total capital

 

.37

 

.46

 

.49

 

17



As of December 31

 

2005

 

2004

 

2003

 

Working capital ratio

 

1.72

 

1.49

 

.99

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt and lease obligations (millions)

 

 

—-

 

$

172

 

 

 

 

 

 

 

 

 

Total debt and capitalized lease obligations (millions)

 

$

124

 

 

$

172

 

 

 

 

 

 

 

 

 

Total debt to equity

 

.15

 

 

.24

 

 

 

 

 

 

 

 

 

Total debt as a percentage of total capital

 

.13

 

 

.20

 

 

From time to time, our Board of Directors authorizes the repurchase of our common stock. PurchasesWe did not repurchase any of JBHTour common stock were:during the years 2002 through 2004. As previously mentioned, the Board, in December 2004, authorized the purchase of up to $100 million of our common stock during the next year. We commenced repurchases of our common stock in January 2005. On April 21, 2005, our Board authorized the purchase of an additional $500 million of our common stock over the next five years.

 

 

2002

 

2001

 

2000

 

Number of shares acquired

 

 

 

500,000

 

Price range of shares

 

 

 

$10.94 - $16.13

 

 

Liquidity

 

Our need for capital typically has resulted from the acquisition of revenue equipment required to support our growth and the replacement of older tractors and trailingrevenue equipment with new, late modellate-model equipment. We are frequently able to accelerate or postpone a portion of equipment replacements depending on market conditions. We have, recentlyduring the past few years, obtained capital through a secondary common stock offering, revolving lines of credit and cash generated from operations. We have also periodically utilized capital and operating leases to acquire revenue equipment.

 

As mentioned above,Since late 2001, we utilized capital leases to acquire tractors from late 2000 through late 2001.  We started purchasinghave been acquiring tractors and containers in October of 2001trailing equipment primarily under purchase and plan to continueoperating lease arrangements, and we anticipate purchasing tractors and containersour revenue equipment in the foreseeable future. We have been acquiring dry van trailing equipment since October of 2000, primarily under operating lease programs.  Weare currently expectcommitted to spend in the range of $220approximately $277 million, net of expected proceeds from sale or trade-in allowances, on revenue equipment for the full calendar yearand acquisition of 2003.new facilities and property in 2006.

 

We are authorized to borrow up to $150$200 million under our current revolving linesline of credit, which expire November 14, 2005.   Weexpires in April 2010. At December 31, 2005, we had no balancesa $124 million balance outstanding under these lines at December 31, 2002.  Under the terms ofthat agreement. While we do anticipate some need to borrow additional amounts on our credit and note agreements,revolver during 2006, we are required to maintain certain financial covenants including leverage tests, minimum tangible net worth levels and other financial ratios.  We were in compliance with all of the financial covenants at December 31, 2002.  As of December 31, 2002, we had committed to purchase approximately $184 million of revenue and service equipment, net of proceeds, from sale or trade-in allowances.  We believe that our current liquid assets, cash generated from operations and our revolving linesline of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future. Our revolving line of credit does not contain “ratings triggers” that would accelerate payments or amounts due under the agreement.

 

We have spent approximately $239 million on stock repurchases during calendar year 2005. We have authorization to spend an additional $361 million to repurchase our common stock through 2010.

25



Off-Balance Sheet Arrangements

We have no capitalized lease arrangements at December 31, 2005. Our only off-balance sheet arrangements are related to our operating leases for trailing equipment and some limited data processing equipment and facilities. As of December 31, 2005, we had approximately 20,100 trailers and 5,900 containers/chassis that were subject to operating leases, and we had approximately $112 million of obligations remaining under these leases.

Contractual Cash Obligations

As of December 31, 20022005

(000)

 

 

 

Amounts Due By Period

 

 

 

Total

 

One Year
Or Less

 

One To
Three Years

 

Four To
Five Years

 

After
Five Years

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Leases

 

$

283,616

 

$

74,233

 

$

110,227

 

$

80,769

 

$

18,387

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital leases

 

149,886

 

34,481

 

115,405

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior and subordinated notes payable

 

202,010

 

97,010

 

105,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

$

635,512

 

$

205,724

 

$

330,632

 

$

80,769

 

$

18,387

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments to acquire revenue equipment

 

184,000

 

184,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

$

819,512

 

$

389,724

 

$

330,632

 

$

80,769

 

$

18,387

 

18



 

 

Amounts Due By Period

 

 

 

 

 

One Year

 

One To

 

Four To

 

After

 

 

 

Total

 

Or Less

 

Three Years

 

Five Years

 

Five Years

 

Operating leases

 

$

112,080

 

$

57,953

 

$

50,369

 

$

1,879

 

$

1,879

 

Revolving line of credit

 

124,000

 

 

 

124,000

 

 

Subtotal

 

236,080

 

57,953

 

50,369

 

125,879

 

1,879

 

Commitments to acquire revenue equipment

 

263,812

 

263,812

 

 

 

 

Facilities

 

2,358

 

2,358

 

 

 

 

Total

 

$

502,250

 

$

324,123

 

$

50,369

 

$

125,879

 

$

1,879

 

 

Financing Commitments

As of December 31, 20022005

(000)

 

Commitments Expiring By Period

 

 

Commitments Expiring By Period

 

 

Total

 

One Year
Or Less

 

One To
Three Years

 

Four To
Five Years

 

After
Five Years

 

 

 

 

One Year

 

One To

 

Four To

 

After

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Or Less

 

Three Years

 

Five Years

 

Five Years

 

Revolving credit arrangements

 

$

150,000

 

$

 

$

150,000

 

 

—-

 

Revolving credit agreement

 

$

200,000

 

$

 

$

 

$

200,000

 

$

 

Standby letters of credit

 

26,510

 

26,510

 

 

 

 

 

26,010

 

26,010

 

 

 

 

Total

 

$

176,510

 

$

26,510

 

$

150,000

 

 

 

 

$

226,010

 

$

26,010

 

$

 

$

200,000

 

$

 

 

Risk Factors

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  These transactions used a structure that the Internal Revenue Service (IRS) has recently indicated it intends to examine.  We have voluntarily disclosed these transactions to the IRS and in October of 2002, the IRS began their examination of the specific facts of these transactions.  If the IRS challenges our transactions, we intend to vigorously defend them.  However, if the IRS successfully challenges these transactions, and is successful in disallowing some or all of the tax benefits that we realized, these actions could have a material adverse effect on our financial condition and operating results.

Our effective income tax rates were 30.8%, 23.5% and 15.0% for the years 2002, 2001 and 2000, respectively.  We implemented an accountable expense reimbursement plan for a portion of our drivers in February of 2003 (driver per diem).  While this plan will generally benefit both JBHT and the majority of our drivers, it results in a higher effective income tax rate.  Partly as a result of this change and anticipated higher earnings, we are currently estimating an effective income tax rate of 37% to 39% for calendar year 2003.

In 1997, the Equal Employment Opportunity Commission (EEOC) commenced an action against us in Federal District Court alleging that we had violated the Americans With Disabilities Act by refusing to hire as truck drivers certain individuals who were taking certain medications.  The EEOC sought injunctive relief and damages for a group of 540 individuals.  The District Court dismissed the EEOC’s complaint on our motion for summary judgment.  The EEOC appealed this decision to the Federal Court of Appeals.  The Federal Court of Appeals upheld the District Court’s decision in our favor.  However, the EEOC may still appeal this case to higher courts.  If the higher courts rule against us, we could be subject to a new trial in the District Court.

In a separate action filed in Michigan in November 2001, by a group of eight former employees, the plaintiffs alleged that we violated the Elliott-Larsen Civil Rights Act of Michigan.  In February 2003, we reached an agreement to settle this complaint.  The terms of the settlement are to remain confidential by agreement, however, this contemplated settlement will not materially impact our financial statements or results of operations.

In October 2002, we were assessed a judgment of approximately $7 million for an accident that occurred in August 2001.  We are currently in dispute over the total value of this judgment and plan to file the appropriate appeals.  We believe, based on advise from outside counsel, that it is probable that this award will be substantially reduced by the appellate court.  However, if we are unsuccessful in our appeal to the appellate court, the ultimate payments to the claimant could have a material effect on our financial statements.

Inflation could have a material impact on our business.  A prolonged or unusual period of rising costs could result in fuel, wages, insurance, interest or other costs increasing rapidly and could adversely affect our results of operations if we were unable to increase freight rates accordingly.  The impact of inflation has been minimal during the past three years.

Our business is subject to general economic and business factors that are largely out of our control, any one of which could have a material adverse effect on our results of operations.  These factors include significant increases or rapid fluctuations in fuel costs, excess capacity in the trucking industry, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, self-insurance levels and difficulty attracting and retaining qualified drivers and independent contractors.  We are also affected by recessionary economic cycles and downturns in customers’ business cycles.

We operate in a highly competitive and fragmented industry.  Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers.  We compete with many other truckload carriers of varying sizes, some of which have more equipment and greater capital resources that we do.  Some of our competitors periodically reduce their freight rates to gain or retain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain rates or maintain our profit margins.

19



We depend on third parties in the operation of our business.  Our Intermodal business segment utilizes a number of railroads in the performance of transportation services.  While the majority of these services are provided pursuant to written agreements with the railroads, the inability to utilize one or more of these railroads could have a material adverse effect on our business or operating results.

If we are unable to retain our key employees, our business, financial condition and results of operations could be harmed.  We are highly dependent upon the services of a number of our officers and other key employees.  We do not have employment agreements with any of these employees.  The loss of any of their services could have a materially adverse effect on our operations or future profitability.

As part of a 1998 consent decree with the U.S. Environmental Protection Agency (EPA), a number of heavy-duty diesel engine manufacturers agreed to significantly reduce emissions from their engines which were produced subsequent to October 1, 2002.  We have not yet had sufficient time to test these new engines.  We will continue to test a limited number of the new EPA compliant engines.  In November of 2002, we committed to purchase approximately 2,100 new tractors, primarily for our JBI and DCS segments, which will be equipped with Mercedes engines.  These engines are not covered by the EPA’s October 1, 2002 rules.  Except for these 2,100 tractors, which will be utilized primarily for local and regional operations, we expect to limit new tractor purchases until we are able to complete further testing and evaluation of the EPA compliant engines.  In addition, these new EPA compliant engines are expected to increase the acquisition and operating costs of these tractors and may negatively impact our future profitability.

Fuel and fuel taxes currently represent our third largest general expense category.  During the past three years fuel cost per gallon has varied significantly, with prices frequently changing as much as $.10 to $.15 per gallon between consecutive months.  We have a fuel surcharge revenue program in place with the majority of our customers, which has historically enabled us to recover the majority of higher fuel costs.  Most of these programs automatically adjust weekly depending on the cost of fuel.  However, there can be timing differences between a change in our fuel cost and the timing of the fuel surcharges billed to our customers.  In addition, we incur additional costs when fuel prices rise which cannot be fully recovered due to our engines being idled during cold weather and empty or out-of-route miles which cannot be billed to customers.  In February of 2003, fuel prices averaged approximately 15% higher than December of 2002 and 45% higher than February of 2002.  Rapid increases in fuel costs or shortages of fuel could have a material adverse effect on our operations or future profitability.  As of December 31, 2002, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2001,December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, 123R, Share-Based Payments. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Asset Retirement Obligations (SFAS No. 143).Stock-Based Compensation, and supersedes APB 25. Among other items, SFAS No. 143123R eliminated the use of APB 25 and the intrinsic-value method of accounting and requires uscompanies to recordrecognize in their financial statements the cost of employee services received in exchange for awards of equity instruments, such as stock options, based on the grant date fair value of those awards. In accordance with SFAS No. 123R, the cost will be based on the fair value at the grant date of an asset retirement obligation as a liability inthe award and will be recognized over the period infor which we incur a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.  We also record a corresponding asset whichan employee is depreciated over the life of the asset.  Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation.  We were required to adopt SFAS No. 143 on January 1, 2003.provide service in exchange for the award. The adoption of SFAS 143 will not have a material effect on our financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34.  This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued.   The Interpretation also clarifies that a guarantor is required123R requires us to recognize at inceptioncompensation expense for the unvested portion of a guarantee, a liability foroutstanding share-based payments. This expense must be based on the fair value of the obligation undertaken.  The initial recognitionaward on the grant date. It will also require the benefits associated with tax deductions in excess of recognized compensation to be reported as a financing cash flow rather than as an operating cash flow as currently required. We will adopt SFAS No. 123R on January 1, 2006. Upon adoption, we will

26



use the modified prospective method and measurement provisionstherefore will not restate our prior-period results. SFAS No. 123R will apply to new share-based awards and to unvested stock options outstanding on the effective date. Based on our current understanding of SFAS No. 123R, we believe this new accounting standard will reduce our calendar year 2006 net earnings by between three and four cents per share. While this estimate represents the Interpretation are applicable to guarantees issued or modified afterfinancial impact of shared-based payments outstanding at December 31, 2002 and2005, we are not expectedunable to have a material effect on our financial statements.  The disclosure requirements are effective for financial statementspredict the impact of interim and annual periods ending afterany share-based payments granted subsequent to December 15, 2002, and are included in the notes to our consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an amendment of FASB Statement No. 123.  This Statement amends FASB Statement No. 123,  Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation.  In addition, this Statement amends the disclosure requirements of

20



Statement No. 123 to require prominent disclosures in both annual and interim financial statements.  Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to our consolidated financial statements.31, 2005.

 

ITEM 7a.7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We had $124 million of debt outstanding at December 31, 2005, under our revolving line of credit. The interest rate applicable to this agreement is based on either the prime rate or LIBOR. Our earnings arewould be affected by changes in these short-term interest rates as a result of our issuance of short-term debt. We from time to time utilize interest rate swaps to mitigate the effects of interest rate changes;  none were outstanding at December 31, 2002.rates. Risk can be estimatedquantified by measuring the financial impact of a near-term adverse movement of 10%increase in short-term market interest rates. If short-term marketAt our current level of borrowing, a one percent increase in our applicable rate would reduce annual pretax earnings by $1.2 million. We have no interest rates average 10% more during the next twelve months, there would be no material adverse impact on our results of operations based on variable rate debt outstandingderivatives in place at December 31, 2002.  At December 31, 2002, the fair value of our fixed rate long-term obligations approximated carrying value.2005, to mitigate this risk.

 

Although we conduct business in foreign countries, international operations are not material to our consolidated financial position, results of operations or cash flows. Additionally, foreign currency transaction gains and losses were not material to our results of operations for the year ended December 31, 2002.2005. Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from our foreign investment. To date, we have not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

 

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather and other market factors. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which high fuel price levels will continue in the future or the extent to which fuel surcharges could be collected to offset such increases. As of December 31, 2002,2005, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, notes to consolidated financial statements and reports thereon of our independent registered public accounting firms as specified by this Item are presented following Item 15 of this report and include:

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2005 and 2004

Consolidated Statements of Earnings for years ended December 31, 2005, 2004 and 2003

Consolidated Statements of Stockholders’ Equity  for years ended

December 31, 2005, 2004 and 2003

Consolidated Statements of Cash Flows for years ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements

27



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The information required by Regulation S-K, Item 304(a) has previously been reported and is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 20, 2006.  There have been no disagreements with our accountants, as defined in Regulation S-K, Item 304(b).

ITEM 9A.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that we are able to collect the information we are required to disclose in the reports we file with the SEC, and to process, summarize and disclose this information within the time periods specified in the SEC rules.  Based on an evaluation of our disclosure controls and procedures, as of the end of the period covered by this report, and conducted by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer believe that these controls and procedures are effective to ensure that we are able to collect, process and disclose the information we are required to disclose in our reports filed with the SEC within the required time periods.

The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.  Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2005.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.  Based on our assessment, we believe that as of December 31, 2005, our internal control over financial reporting is effective based on those criteria.

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our consolidated financial statements.  Ernst & Young LLP’s attestation report on management’s assessment of our internal control over financial reporting is included herein.

ITEM 9B.   OTHER INFORMATION

None.

28



PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Directors

The schedule of directors is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 20, 2006.

Executive Officers

The schedule of executive officers is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 20, 2006.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer/controller, and all other officers, employees and directors.  Our code of ethics is available on our Internet website at www.jbhunt.com.  If we make substantive amendments to this code of ethics or grant any waiver, including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K within four days of such amendment or waiver.

Corporate Governance

In complying with the new rules and regulations required by the Sarbanes-Oxley Act of 2002, NASDAQ, PCAOB and others, we have attempted to do so in a manner that clearly meets legal requirements, but does not create a bureaucracy of forms, checklists and other inefficient or expensive procedures.  We have adopted a code of conduct, code of ethics, whistleblower policy and charters for all of our Board of Director Committees and other formal policies and procedures.  Most of these items are available on our Company website, www.jbhunt.com.  If we make significant amendments to our code of ethics or whistleblower policy, or grant any waivers to these items, we will disclose such amendments or waivers on our website or in a report on Form 8-K within four days of such action.

ITEM 11.   EXECUTIVE COMPENSATION

The information required for Item 11 is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 20, 2006.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS

The information required for Item 12 is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 20, 2006.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required for Item 13 is hereby incorporated by reference from Note (8) Related-Party Transactions and Note (10) Investment in Affiliated Company of the Notes to Consolidated Financial Statements and from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 20, 2006.

29



ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required for Item 14 is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 20, 2006.

PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A)  Financial Statements, Financial Statement Schedules and Exhibits:

(1)   Financial Statements

The financial statements included in Item 8 above are filed as part of this annual report.

(2)   Financial Statement Schedules

Financial statement schedules have been omitted either because they are not applicable or because the required information is included in our consolidated financial statements or the notes thereto.

(3)   Exhibits

The response to this portion of Item 15 is submitted as a separate section of this report on Form 10-K (“Exhibit Index”).

30



SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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, in the City of Lowell, Arkansas, on the 10th day of March 2006.

J. B. HUNT TRANSPORT SERVICES, INC.

(Registrant)

By:

/s/ Kirk Thompson

Kirk Thompson

President and Chief Executive Officer

By:

/s/ Jerry W. Walton

Jerry W. Walton

Executive Vice President, Finance and

Administration,

Chief Financial Officer

By:

/s/ Donald G. Cope

Donald G. Cope

Senior Vice President, Controller,

Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the 10th day of March 2006, on behalf of the registrant and in the capacities indicated.

/s/ John A. Cooper, Jr.

Member of the Board of Directors

John A. Cooper, Jr.

/s/ Wayne Garrison

Member of the Board of Directors

Wayne Garrison

(Chairman)

/s/ Thomas L. Hardeman

Member of the Board of Directors

Thomas L. Hardeman

/s/ J. Bryan Hunt, Jr.

Member of the Board of Directors

J. Bryan Hunt, Jr.

/s/ Johnelle D. Hunt

Member of the Board of Directors

Johnelle D. Hunt

(Corporate Secretary)

/s/ Coleman H. Peterson

Member of the Board of Directors

Coleman H. Peterson

/s/ James L. Robo

Member of the Board of Directors

James L. Robo

/s/ Kirk Thompson

Member of the Board of Directors

Kirk Thompson

(President and Chief Executive Officer)

/s/ Leland E. Tollett

Member of the Board of Directors

Leland E. Tollett

/s/ John A. White

Member of the Board of Directors

John A. White

(Presiding Director)

31



EXHIBIT INDEX

Exhibit
Number

Description

3A

The Company’s Amended and Restated Articles of Incorporation dated May 19, 1988 (incorporated by reference from Exhibit 4A of the Company’s S-8 Registration Statement filed April 16, 1991; Registration Statement Number 33-40028)

3B

The Company’s Amended Bylaws dated September 19, 1983 (incorporated by reference from Exhibit 3C of the Company’s S-1 Registration Statement filed February 7, 1985; Registration Number 2-95714)

10A

Material Contracts of the Company (incorporated by reference from Exhibits 10A-10N of the Company’s S-1 Registration Statement filed February 7, 1985; Registration Number 2-95714)

10B

The Company had an Employee Stock Purchase Plan filed on Form S-8 on February 3, 1984 (Registration Number 2-93928), and has a Management Incentive Plan filed on Form D-8 on April 16, 1991 (Registration Number 33-40028). The Management Incentive Plan is incorporated herein by reference from Exhibit 4B of the Registration Statement 33-40028. The Company amended and restated its Employee Retirement Plan on Form S-8 (Registration Statement Number 33-57127) filed December 30, 1994. The Employee Retirement Plan is incorporated herein by reference from Exhibit 99 of Registration Statement Number 33-57127. The Company amended and restated its Management Plan on Form S-8 (Registration Number 33-40028) filed May 9, 2002. The Company filed the Chairman’s Stock Option Incentive Plan as part of a definitive 14A on March 26, 1996.

10.2

Summary of Compensation Arrangements with Named Executive Officers

21

Subsidiaries of J.B. Hunt Transport Services, Inc.

23.1

Consent of Ernst & Young LLP

23.2

Consent of KPMG LLP

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

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002

32



INDEX TO CONSOLIDATED FINANCIAL INFORMATION

 

Report of Independent Auditors’ ReportRegistered Public Accounting Firm on Consolidated Financial Statements

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting..

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

 

Consolidated Balance Sheets as of December 31, 20022005 and 20012004.

 

Consolidated Statements of Earnings for years ended December 31, 2002, 2001,2005, 2004 and 20002003.

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income for years ended December 31, 2002, 2001,2005, 2004 and 20002003..

 

Consolidated Statements of Cash Flows for years ended December 31, 2002, 2001,2005, 2004 and 20002003

 

Notes to Consolidated Financial Statements

 

2133



 

Independent Auditors’ ReportREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

and Stockholders
J. B. Hunt Transport Services, Inc.:

 

We have audited the accompanying consolidated balance sheetssheet of J. B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 20022005, and 2001,the related consolidated statements of earnings, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of J. B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2005, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of J.B. Hunt Transport Services, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 2006, expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Rogers, Arkansas

March 6, 2006

34



MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for the preparation, integrity and fair presentation of our consolidated financial statements and related information appearing in this report. We take these responsibilities very seriously and are committed to maintaining controls and procedures which are designed to ensure that we collect the information we are required to disclose in our reports to the SEC and to process, summarize and disclose this information within the time periods specified by the SEC.

Based on an evaluation of our disclosure controls and procedures, as of the end of the period covered by this report, and conducted by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, we believe that our controls and procedures are effective to ensure that we are able to collect, process and disclose the information we are required to disclose in our reports filed with the SEC within the required time periods.

We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2005. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment, we believe that as of December 31, 2005, our internal control over financial reporting is effective based on those criteria.

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our consolidated financial statements. Ernst & Young LLP’s attestation report on management’s assessment of our internal control over financial reporting is included herein.

/s/ Kirk Thompson

/s/ Jerry W. Walton

Kirk Thompson

Jerry W. Walton

President and Chief Executive Officer

Executive Vice President, Finance and

Administration,

Chief Financial Officer

35



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
J. B. Hunt Transport Services, Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that J. B. Hunt Transport Services, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). J.B. Hunt Transport Services, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that J.B. Hunt Transport Services, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, J.B. Hunt Transport Services, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of J.B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2005, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for the year then ended of J.B. Hunt Transport Services, Inc., and our report dated March 6, 2006, expressed an unqualified opinion thereon.

/s/  Ernst & Young LLP

Rogers, Arkansas

March 6, 2006

36



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
J. B. Hunt Transport Services, Inc.:

We have audited the accompanying consolidated balance sheet of J. B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2004, and the related consolidated statements of earnings, stockholders’ equity and comprehensive income and cash flows for each of the years in the three-yeartwo-year period ended December 31, 2002.2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted inof the United States of America.Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J. B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2002 and 2001,2004, and the results of their operations and their cash flows for each of the years in the three-yeartwo-year period ended December 31, 2002,2004, in conformity with accounting principlesU.S. generally accepted in the United States of America.accounting principles.

 

/s/  KPMG LLP

 

Tulsa, Oklahoma

January 30, 2003March 11, 2005

 

2237



 

J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 20022005 and 20012004

(Dollars in thousands, except per share amounts)

 

 

 

2002

 

2001

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

80,628

 

49,245

 

Trade accounts receivable

 

237,156

 

233,246

 

Inventories

 

9,515

 

8,915

 

Prepaid licenses and permits

 

20,054

 

17,507

 

Other current assets

 

85,828

 

75,886

 

Total current assets

 

433,181

 

384,799

 

 

 

 

 

 

 

Property and equipment, at cost:

 

 

 

 

 

Revenue and service equipment

 

1,096,809

 

1,067,465

 

Land

 

20,469

 

19,834

 

Structures and improvements

 

80,667

 

78,469

 

Furniture and office equipment

 

107,708

 

98,201

 

 

 

 

 

 

 

Total property and equipment

 

1,305,653

 

1,263,969

 

Less accumulated depreciation

 

461,091

 

432,258

 

Net property and equipment

 

844,562

 

831,711

 

Other assets (notes 7 and 9)

 

40,985

 

43,788

 

 

 

$

1,318,728

 

1,260,298

 

23



J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2002 and 2001

(Dollars in thousands, except per share amounts)

 

2005

 

2004

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,412

 

$

34,716

 

Trade accounts receivable

 

343,501

 

289,146

 

Income tax receivable

 

 

19,418

 

Inventories

 

11,138

 

9,692

 

Prepaid licenses and permits

 

21,780

 

21,696

 

Prepaid insurance

 

76,426

 

83,972

 

Other current assets

 

14,433

 

16,280

 

Total current assets

 

474,690

 

474,920

 

Property and equipment, at cost:

 

 

 

 

 

Revenue and service equipment

 

1,332,333

 

1,214,833

 

Land

 

22,854

 

22,014

 

Structures and improvements

 

105,414

 

95,156

 

Furniture and office equipment

 

130,960

 

118,020

 

Total property and equipment

 

1,591,561

 

1,450,023

 

Less accumulated depreciation

 

537,502

 

438,644

 

Net property and equipment

 

1,054,059

 

1,011,379

 

Other assets

 

20,125

 

16,285

 

 

2002

 

2001

 

 

$

1,548,874

 

$

1,502,584

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt (note 2)

 

$

97,010

 

10,000

 

Current installments of obligations under capital leases (note 8)

 

27,138

 

28,426

 

Trade accounts payable

 

117,931

 

163,291

 

 

$

162,749

 

$

190,896

 

Claims accruals

 

14,706

 

18,003

 

 

15,651

 

18,535

 

Accrued payroll

 

46,511

 

30,251

 

 

61,001

 

73,750

 

Other accrued expenses

 

11,291

 

12,713

 

 

9,198

 

10,504

 

Deferred income taxes (note 4)

 

10,742

 

3,150

 

 

 

 

 

 

Deferred income taxes

 

27,487

 

25,414

 

Total current liabilities

 

325,329

 

265,834

 

 

276,086

 

319,099

 

 

 

 

 

 

Long-term debt, excluding current maturities (note 2)

 

104,815

 

212,950

 

Obligations under capital leases, excluding current installments (note 8)

 

114,152

 

140,657

 

Long-term debt

 

124,000

 

 

Other long-term liabilities

 

1,997

 

5,275

 

 

45,834

 

40,294

 

Deferred income taxes (note 4)

 

181,948

 

177,265

 

 

 

 

 

 

Deferred income taxes

 

285,929

 

282,241

 

Total liabilities

 

728,241

 

801,981

 

 

731,849

 

641,634

 

 

 

 

 

 

Stockholders’ equity (notes 2, 3 and 12):

 

 

 

 

 

Preferred stock, par value $100. Authorized 10,000,000 shares; none outstanding

 

 

 

Common stock, par value $.01 per share. Authorized 100,000,000 shares; issued 41,774,858 and 39,009,858 shares at December 31, 2002 and 2001, respectively

 

418

 

390

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $100 per share. Authorized 10 million shares; none outstanding

 

 

 

Common stock, par value $.01 per share. Authorized one billion shares; issued 167,099,432 shares at December 31, 2005 and 83,549,716 at December 31, 2004

 

1,671

 

836

 

Additional paid-in capital

 

184,683

 

115,319

 

 

182,680

 

197,452

 

Retained earnings

 

459,803

 

407,987

 

 

863,586

 

694,230

 

Accumulated other comprehensive loss

 

 

(7,037

)

 

644,904

 

516,659

 

 

1,047,937

 

892,518

 

Treasury stock, at cost (2,457,280 shares in 2002 and 3,030,828 shares in 2001)

 

(54,417

)

(58,342

)

Treasury stock, at cost (13,286,343 shares at December 31, 2005 and 2,156,353 shares at December 31, 2004)

 

(230,912

)

(31,568

)

Total stockholders’ equity

 

590,487

 

458,317

 

 

817,025

 

860,950

 

Commitments and contingencies (notes 2, 4, 6 and 8)

 

 

 

 

 

 

$

1,318,728

 

1,260,298

 

 

 

 

 

 

 

$

1,548,874

 

$

1,502,584

 

 

See accompanying notes to consolidated financial statements.

 

2438



J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Earnings

Years ended December 31,  2002, 20012005,  2004 and 20002003

(Dollars in thousands, except per share amounts)

 

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Operating revenues

 

$

2,247,886

 

2,100,305

 

2,160,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues, excluding fuel surcharge revenues

 

$

2,791,926

 

$

2,619,205

 

$

2,346,388

 

Fuel surcharge revenues

 

335,973

 

166,949

 

87,081

 

Total operating revenues

 

3,127,899

 

2,786,154

 

2,433,469

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and employee benefits (note 5)

 

818,318

 

790,210

 

769,393

 

Salaries, wages and employee benefits

 

855,272

 

830,005

 

791,778

 

Rents and purchased transportation

 

698,455

 

604,542

 

694,756

 

 

1,058,406

 

932,133

 

799,176

 

Fuel and fuel taxes

 

210,632

 

226,102

 

242,835

 

 

388,962

 

288,562

 

232,378

 

Depreciation and amortization

 

145,848

 

142,755

 

134,391

 

 

163,034

 

149,776

 

150,221

 

Operating supplies and expenses

 

130,853

 

145,850

 

130,947

 

 

132,895

 

124,172

 

119,339

 

Insurance and claims

 

56,132

 

42,381

 

38,982

 

 

55,266

 

54,757

 

63,500

 

Operating taxes and licenses

 

32,797

 

32,616

 

32,641

 

 

35,827

 

35,020

 

33,226

 

General and administrative expenses, net of gains

 

30,029

 

19,282

 

28,563

 

General and administrative expenses, net of

 

 

 

 

 

 

 

gains on asset dispositions

 

45,939

 

38,460

 

34,746

 

Communication and utilities

 

23,859

 

24,358

 

24,528

 

 

22,597

 

23,046

 

23,470

 

Arbitration settlement

 

25,801

 

 

 

Total operating expenses

 

2,146,923

 

2,028,096

 

2,097,036

 

 

2,783,999

 

2,475,931

 

2,247,834

 

Operating income

 

100,963

 

72,209

 

63,411

 

 

343,900

 

310,223

 

185,635

 

Interest income

 

966

 

1,888

 

2,731

 

Interest expense

 

(24,763

)

(27,044

)

(25,747

)

 

6,531

 

7,362

 

19,943

 

Equity in earnings (loss) of associated companies

 

(1,353

)

(2,083

)

4,777

 

Equity in loss of associated company

 

4,709

 

2,470

 

694

 

Earnings before income taxes

 

74,847

 

43,082

 

42,441

 

 

333,626

 

302,279

 

167,729

 

Income taxes (note 4)

 

23,031

 

10,137

 

6,366

 

Income taxes

 

126,315

 

156,023

 

72,270

 

Net earnings

 

$

51,816

 

32,945

 

36,075

 

 

$

207,311

 

$

146,256

 

$

95,459

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.36

 

0.93

 

1.02

 

 

$

1.32

 

$

0.91

 

$

0.60

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

1.33

 

0.91

 

1.02

 

 

$

1.28

 

$

0.88

 

$

0.58

 

 

See accompanying notes to consolidated financial statements.

 

2539



J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

Years endedEnded December 31, 2002, 20012005, 2004 and 20002003

(Dollars in thousands, except per share amounts)

 

 

 

Common
Stock

 

Additional
Paid-in
Capital

 

Retained
Earnings

 

Other
Comprehensive
Loss

 

Treasury
Stock

 

Stockholders’
Equity
(Notes 2 and 3)

 

Balances at December 31, 1999

 

$

390

 

107,172

 

340,749

 

(5,324

)

(51,780

)

391,207

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

36,075

 

 

 

36,075

 

Foreign currency translation adjustments

 

 

 

 

(1,178

)

 

(1,178

)

Total comprehensive income

 

 

 

 

 

 

34,897

 

Remeasurement of stock options

 

 

110

 

 

 

 

110

 

Tax benefit of stock options exercised

 

 

31

 

 

 

 

31

 

Sale of treasury stock to employees

 

 

(223

)

 

 

1,160

 

937

 

Repurchase of treasury stock

 

 

 

 

 

(7,576

)

(7,576

)

Cash dividends paid ($0.05 per share)

 

 

 

(1,782

)

 

 

(1,782

)

Balances at December 31, 2000

 

$

390

 

107,090

 

375,042

 

(6,502

)

(58,196

)

417,824

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

32,945

 

 

 

32,945

 

Foreign currency translation adjustments

 

 

 

 

(535

)

 

(535

)

Total comprehensive income

 

 

 

 

 

 

32,410

 

Tax benefit of stock options exercised

 

 

5,361

 

 

 

 

5,361

 

Sale of treasury stock to employees

 

 

2,868

 

 

 

(146

)

2,722

 

Balances at December 31, 2001

 

$

390

 

115,319

 

407,987

 

(7,037

)

(58,342

)

458,317

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

51,816

 

 

 

51,816

 

Foreign currency translation adjustments

 

 

 

 

7,037

 

 

7,037

 

Total comprehensive income

 

 

 

 

 

 

58,853

 

Common stock issued

 

28

 

68,066

 

 

 

 

68,094

 

Tax benefit of stock options exercised

 

 

5,822

 

 

 

 

5,822

 

Stock option exercises, net of stock repurchased for payroll taxes

 

 

(4,524

)

 

 

3,925

 

(599

)

Balances at December 31, 2002

 

$

418

 

184,683

 

459,803

 

 

(54,417

)

590,487

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common

 

Paid-in

 

Retained

 

Treasury

 

Stockholders’

 

 

 

Stock

 

Capital

 

Earnings

 

Stock

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2002

 

$

418

 

$

184,683

 

$

459,803

 

$

(54,417

)

$

590,487

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

95,459

 

 

95,459

 

Tax benefit of stock options exercised

 

 

7,226

 

 

 

7,226

 

Stock option exercises, net of stock

 

 

 

 

 

 

 

 

 

 

 

repurchased for payroll taxes

 

 

(4,936

)

 

14,900

 

9,964

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2003

 

418

 

186,973

 

555,262

 

(39,517

)

703,136

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

146,256

 

 

146,256

 

Cash dividend paid ($0.045 per share)

 

 

 

(7,288

)

 

(7,288

)

Stock split

 

418

 

(418

)

 

 

 

Tax benefit of stock options exercised

 

 

17,829

 

 

 

17,829

 

Stock option exercises, net of stock repurchased for payroll taxes

 

 

(6,932

)

 

7,949

 

1,017

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2004

 

836

 

197,452

 

694,230

 

(31,568

)

860,950

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

207,311

 

 

207,311

 

Cash dividend paid ($0.24 per share)

 

 

 

(37,955

)

 

(37,955

)

Stock split

 

835

 

(835

)

 

 

 

Tax benefit of stock options exercised

 

 

19,276

 

 

 

19,276

 

Purchase of treasury shares

 

 

 

 

(239,234

)

(239,234

)

Stock option exercises, net of stock repurchased for payroll taxes

 

 

(33,213

)

 

39,890

 

6,677

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2005

 

$

1,671

 

$

182,680

 

$

863,586

 

$

(230,912

)

$

817,025

 

 

See accompanying notes to consolidated financial statements.

 

2640



J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Years ended December 31, 2002, 20012005, 2004 and 20002003

(Dollars in thousands)

 

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

51,816

 

32,945

 

36,075

 

 

$

207,311

 

$

146,256

 

$

95,459

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

145,848

 

142,755

 

134,391

 

 

163,034

 

149,776

 

150,221

 

(Gain) loss on sale of revenue equipment

 

1,798

 

(4,833

)

267

 

 

(1,808

)

(402

)

1,082

 

Provision for deferred income taxes

 

12,275

 

251

 

5,843

 

 

5,761

 

70,162

 

44,803

 

Equity in (earnings) loss of associated companies

 

1,353

 

2,083

 

(4,777

)

Equity in loss of associated company

 

4,709

 

2,470

 

694

 

Tax benefit of stock options exercised

 

5,822

 

5,361

 

31

 

 

19,276

 

17,829

 

7,226

 

Remeasurement of options

 

 

 

110

 

Amortization of discount

 

125

 

256

 

55

 

 

 

67

 

118

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable

 

(3,910

)

(7,449

)

12,776

 

 

(54,355

)

(33,114

)

(18,876

)

Income tax receivable

 

19,418

 

(19,418

)

 

Other assets

 

(3,667

)

3,353

 

(58,057

)

 

8,052

 

(19,224

)

4,482

 

Trade accounts payable

 

(45,360

)

4,706

 

(21,424

)

 

(28,147

)

32,010

 

40,955

 

Claims accruals

 

(6,575

)

(11,256

)

10,078

 

 

(2,884

)

1,659

 

(1,757

)

Accrued payroll and other accrued expenses

 

14,838

 

3,427

 

9,705

 

 

(8,515

)

56,544

 

8,204

 

Net cash provided by operating activities

 

174,363

 

171,599

 

125,073

 

 

331,852

 

404,615

 

332,611

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

(239,341

)

(138,466

)

(225,672

)

 

(285,364

)

(451,083

)

(316,926

)

Proceeds from sale of equipment

 

80,005

 

110,711

 

126,350

 

 

81,458

 

175,295

 

125,220

 

Decrease (increase) in other assets

 

(2,096

)

3,512

 

(596

)

 

(8,738

)

25,892

 

69

 

Net cash used in investing activities

 

(161,432

)

(24,243

)

(99,918

)

 

(212,644

)

(249,896

)

(191,637

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) of commercial paper borrowings

 

$

 

(74,400

)

39,400

 

Repayments of long-term debt

 

(21,250

)

(10,000

)

(60,000

)

Borrowings (repayments) of long-term debt

 

124,000

 

(105,000

)

(97,010

)

Principal payments under capital lease obligations

 

(27,793

)

(21,803

)

(3,370

)

 

 

(66,844

)

(74,446

)

Proceeds from sale of common stock

 

68,094

 

 

 

Stock option exercise

 

3,313

 

2,722

 

937

 

Purchase of treasury stock

 

(239,234

)

 

 

Stock option exercises

 

10,883

 

8,045

 

11,399

 

Stock repurchased for payroll taxes

 

(3,912

)

 

 

 

(4,206

)

(7,028

)

(1,435

)

Repurchase of treasury stock

 

 

 

(7,576

)

Dividends paid

 

 

 

(1,782

)

 

(37,955

)

(7,288

)

 

Net cash provided by (used in) financing activities

 

18,452

 

(103,481

)

(32,391

)

Net increase (decrease) in cash and cash equivalents

 

31,383

 

43,875

 

(7,236

)

Net cash used in financing activities

 

(146,512

)

(178,115

)

(161,492

)

Net decrease in cash and cash equivalents

 

(27,304

)

(23,396

)

(20,518

)

Cash and cash equivalents at beginning of year

 

49,245

 

5,370

 

12,606

 

 

34,716

 

58,112

 

78,630

 

Cash and cash equivalents at end of year

 

$

80,628

 

49,245

 

5,370

 

 

$

7,412

 

$

34,716

 

$

58,112

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

25,063

 

27,248

 

26,138

 

 

$

5,506

 

$

7,559

 

$

19,221

 

 

 

 

 

 

 

 

Income taxes

 

$

22,953

 

779

 

3,654

 

 

$

77,209

 

$

55,578

 

$

9,976

 

Non-cash activities:

 

 

 

 

 

 

 

Capital lease obligations for revenue equipment

 

$

 

96,703

 

97,553

 

Assets contributed to associated company

 

$

 

 

2,927

 

Sale of joint venture

 

 

 

 

 

 

 

Non-monetary proceeds

 

$

1,161

 

 

 

Note receivable

 

$

5,876

 

 

 

 

See accompanying notes to consolidated financial statements.

 

2741



J. B. HUNT TRANSPORT SERVICES, INC.

AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

December 31, 2002, 20012005, 2004 and 2000

2003

 

(1)1.       Summary of Significant Accounting Policies

(a)                                 Description of              Business

 

J. B. Hunt Transport Services, Inc. (JBHT)(JBHT or we), together with our wholly-ownedwholly owned subsidiaries, is a diversifiedare one of the largest truckload, logistics and dedicated transportation services companycompanies in North America.  We directly transport or arrange for the transportation of full truckload, containerizable freight and arrange for customized freight movement services operating under the jurisdiction of the U.S. Department of Transportation and various state regulatory agencies.

 

2.              Summary of Significant Accounting Policies

(b)A.                                 PrinciplesBasis of Consolidation and Critical Accounting Policies

 

JBHT’s consolidated financial statements include our financial statements and those of our wholly-ownedwholly owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

 

Our discussion and analysisB.Use of financial condition and operations are based on ourEstimates

The consolidated financial statements contained in this report have been prepared in accordanceconformity with accounting principles generally accepted in the United States of America and contained within this report.  Certain amounts included in or affecting our financialAmerica.  The preparation of these statements and related disclosure must be estimated, requiringrequires us to make certainestimates and assumptions with respect to values or conditions which cannot be known with certainty atthat directly affect the time the financialamounts reported in such statements are prepared.  Therefore, the reported amount of our assets and liabilities, revenues and expenses and associated disclosures with respect to contingent assets and obligations are necessarily affected by these estimates.accompanying notes.  We evaluate these estimates on an ongoing basis utilizing historical experience, consultationconsulting with experts and using other methods we consider reasonable in the particular circumstances.  Nevertheless, our actual results may differ significantly from our estimates.

 

However, weWe believe that certain accounting policies and estimates are of more significance in our financial statement preparation process than others including determiningothers.  We believe the most critical accounting policies and estimates include the economic useful lives and salvage values of our assets, provisions for uncollectible accounts receivable, and estimates of exposures under our self-insurance plansinsurance and various other recorded or disclosed amounts.claims plans.  To the extent that actual, final outcomes differ fromare different than our estimates, or additional facts and circumstances cause us to revise our estimates, our earnings during that accounting period will be affected.

 

(c)C.    Reclassifications

Certain reclassifications have been made to prior-period amounts to conform to current-year presentation.

D.    Cash and Cash Equivalents

 

For purposes of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

 

(d)E.     Tires in Service

 

We capitalize tires placed in service on new revenue equipment as a part of the equipment cost.  Replacement tires and costs for recapping tires are expensed at the time the tires are placed in service.

 

42



(e)F.     Property and Equipment

 

Depreciation of property and equipment is calculated on the straight-line method over the estimated useful lives of 35 to 10 years for tractors and 7 to 15 years for revenue and servicetrailing equipment, 10 to 40 years for structures and improvements, and 3 to 10 years for furniture and office equipment.

Property  Salvage values are typically 10% to 15% for tractors and trailing equipment.  Gains and losses on the sale or other disposition of equipment under capital leases are statedrecognized at the present value of minimum lease payments and amortized over the straight-line method over the shortertime of the lease term or estimated useful life of the asset.disposition and are classified in general and administrative expenses.

28



 

(f)G.    Revenue Recognition

 

We recognize revenue based on relative transit time in each reporting period, with expenses recognized as incurred.

 

(g)H.    Income Taxes

 

Income taxes are accounted for under the asset and liabilityasset-and-liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized inas income or expense in the period that includes the enactment date.

 

(h)I.      Earnings Per Share

 

A reconciliation of the numerator and denominator of basic and diluted earnings per share is shown below (in thousands, except per shareper-share amounts):

 

 

Years ended December 31

 

 

Years ended December 31

 

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator (net earnings)

 

$

51,816

 

32,945

 

36,075

 

 

$

207,311

 

$

146,256

 

$

95,459

 

Denominator (weighted average shares outstanding)

 

37,984

 

35,602

 

35,313

 

 

157,583

 

161,542

 

158,800

 

Earnings per share

 

$

1.36

 

0.93

 

1.02

 

 

$

1.32

 

$

.91

 

$

.60

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator (net earnings)

 

$

51,816

 

32,945

 

36,075

 

 

$

207,311

 

$

146,256

 

$

95,459

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

37,984

 

35,602

 

35,313

 

 

157,583

 

161,542

 

158,800

 

Effect of common stock options

 

1,058

 

597

 

104

 

Effect of common stock equivalents

 

4,976

 

5,395

 

4,908

 

 

39,042

 

36,199

 

35,417

 

 

162,559

 

166,937

 

163,707

 

Earnings per share

 

$

1.33

 

0.91

 

1.02

 

 

$

1.28

 

$

.88

 

$

.58

 

43



 

Options to purchase shares of common stock that were outstanding during each year, but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares, are shown in the table below.

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Number of shares under option

 

250,000

 

410,900

 

5,394,000

 

 

35,000

 

1,388,000

 

1,539,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Range of exercise prices

 

$

28.32 - 37.50

 

$

18.38 - 37.50

 

$

14.00 - 37.50

 

 

$21.25 – $24.43

 

$18.50 – $20.37

 

$10.17– $13.32

 

 

(i)On April 21, 2005, we announced a two-for-one stock split on our common stock, payable May 23, 2005, to stockholders of record on May 2, 2005.  All references in our financial statements with regard to number of shares and the per-share amounts have been retroactively adjusted to reflect this stock split.

J.Concentrations of Credit Risk

 

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of trade receivables.  Concentrations of credit risk with respect to trade receivables are limited due to our large number of customers andFor the diverse range of industries which they represent.  As ofyears ended December 31, 20022005, 2004 and 2001, we had no significant concentrations2003, our top 10 customers, based on revenue, accounted for approximately 40%, 42% and 38%, respectively, of credit risk.

29



our total revenue.  At December 31, 2005 and 2004, our top 10 customers, based on revenue, accounted for approximately 35% and 33%, respectively, of our total trade accounts receivable.  One customer, Wal-Mart Stores, Inc., accounted for 15%, 15% and 13%, respectively, of our total revenue for the years ended December 31, 2005, 2004 and 2003.  Each of our three business segments conducts business with Wal-Mart Stores, Inc.

 

(j)K.             Foreign Currency Translation

Local currencies are generally considered the functional currencies outside the United States.  Assets and liabilities are translated at year-end exchange rates for operations in local currency environments.  Income and expense items are translated at average rates of exchange prevailing during the year.

Foreign currency translation adjustments, which reflect foreign currency exchange rate changes applicable to the net assets of the Mexican operations have been recorded as a separate item of accumulated other comprehensive loss in stockholders’ equity as of December 31, 2001.  This investment was sold during 2002.

(k)Stock-Based Compensation                                 Stock Based Compensation

 

We have adopted the intrinsic value based method of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for compensation costs for our stock option plans.  Accordingly, compensation expense is recognized on the date of grant only if the current market price of the underlying common stock at date of grant exceeds the exercise price.

 

Had we determined compensation cost based on the fair value at the grant date for our stock options under Statement of Financial Accounting StandardStandards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), our net earnings would have been reduced to the pro forma amounts indicated below.below:

 

 

 

2002

 

2001

 

2000

 

Net earnings (in thousands)

 

$

51,816

 

32,945

 

36,075

 

As reported

 

 

 

 

 

 

 

Total stock-based employee compensation expense determined under fair value based methods for all awards, net of taxes

 

5,008

 

3,083

 

5,352

 

Pro forma

 

$

46,808

 

29,862

 

30,723

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

As reported

 

$

1.36

 

0.93

 

1.02

 

Pro forma

 

$

1.23

 

0.84

 

0.87

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

As reported

 

$

1.33

 

0.91

 

1.02

 

Pro forma

 

$

1.20

 

0.82

 

0.87

 

44



 

 

2005

 

2004

 

2003

 

Net earnings as reported (in thousands)

 

$

207,311

 

$

146,256

 

$

95,459

 

 

 

 

 

 

 

 

 

Total stock-based employee compensation expense determined under fair value based methods for stock options, net of taxes

 

4,765

 

5,246

 

4,642

 

Pro forma

 

$

202,546

 

$

141,010

 

$

90,817

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

As reported

 

$

1.32

 

$

.91

 

$

.60

 

Pro forma

 

$

1.29

 

$

.88

 

$

.57

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

As reported

 

$

1.28

 

$

.88

 

$

.58

 

Pro forma

 

$

1.25

 

$

.85

 

$

.56

 

 

Pro forma net earnings reflects only options granted since December 31, 1995.  Therefore, the full impact of calculating compensation costs for stock options under SFAS No. 123 is not reflected in the pro forma net earnings amounts presented above because compensation cost is reflected over the options’ vesting periods of 5 to 10 years and compensation cost for options granted prior to January 1, 1996, is not considered.

 

The per-share weighted-average fair value of stock options granted during 2005, 2004 and 2003 was $10.76, $11.00 and $6.45, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions:  2005 - expected dividend yield 1.06%, volatility of 54.1%, risk-free interest rate of 4.33%, and an expected life of 6.4 years;  2004 - expected dividend yield 1.08%, volatility of 55.6%, risk-free interest rate of 2.19%, and an expected life of 6.6 years;  2003 - expected dividend yield 0.0%, volatility of 57.4%, risk-free interest rate of 1.53%, and an expected life of 6.3 years.

(l)L.Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of

 

We continually evaluate the carrying value of our assets for events or changes in circumstances which indicate that the carrying value may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceedexceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

(m)M.                              Comprehensive Income

Comprehensive income consists of net earnings and foreign currency translation adjustments and is presented in the consolidated statements of stockholders’ equity.

(n)Claims Accruals

 

Claims payableaccruals represent accruals for the self-insured portion of pending accident liability, workers’ compensation and physical damage and cargo damage.claims.  These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based

45



on our past claims experience.  Our claims-accrual policy for all self-insurance is to recognize the expense when the event occurs and the costs of such events are probable and reasonably estimable.  We apply loss-development factors to our accident and workers’ compensation claims history as a part of our process of recording accruals for losses that are incurred but not reported.  We do not discount our estimated losses.

 

Our current insurance coverage specifiesfor the two years ended December 31, 2005, specified that the self-insured limit was the first $2 million for personal injury and property damage and $1 million for workers’ compensation claims.  During the year ended December 31, 2003, our self-insured limit on the majority of all our claims iswas $1.5 million, which is prefunded withmillion.  Effective January 1, 2006, our insurance carrier.self-insured limits were reduced to $500,000.  We are substantially self-insured for loss of and damage to our owned and leased revenue equipment.

 

(o)N.                                 Recently IssuedRecent Accounting StandardsPronouncements

 

In June 2001,December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, 123R, Share-Based Payments.  SFAS No. 123R is a revision of SFAS No. 123, Accounting for Asset Retirement Obligations (SFAS No. 143).Stock-Based Compensation, and supersedes APB 25.  Among other items, SFAS No. 143123R eliminated the use of APB 25 and the intrinsic-value method of accounting and requires uscompanies to recordrecognize in their financial statements the cost of employee services received in exchange for awards of equity instruments, such as stock options, based on the grant date fair value of those awards.  In accordance with SFAS No. 123R, the cost will be based on the fair value at the grant date of an asset retirement obligation as a liability inthe award and will be recognized over the period infor which we incur a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.  We also record a corresponding asset whichan employee is depreciated over the life of the asset.  Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the

30



end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation.  We were required to adopt SFAS No. 143 on January 1, 2003.provide service in exchange for the award.  The adoption of SFAS 143 will not have a material effect on our financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34.  This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued.  The Interpretation also clarifies that a guarantor is required123R requires us to recognize at inceptioncompensation expense for the unvested portion of a guarantee, a liability foroutstanding share-based payments.  This expense must be based on the fair value of the obligation undertaken.  The initial recognitionaward on the grant date.  It will also require the benefits associated with tax deductions in excess of recognized compensation to be reported as a financing cash flow rather than as an operating cash flow as currently required.  We will adopt SFAS No. 123R on January 1, 2006.  Upon adoption, we will use the modified prospective method and measurement provisionstherefore will not restate our prior-period results.  SFAS No. 123R will apply to new share-based awards and to unvested stock options outstanding on the effective date.  Based on our current understanding of SFAS No. 123R, we believe this new accounting standard will reduce our calendar year 2006 net earnings by between three and four cents per share.  While this estimate represents the Interpretation are applicable to guarantees issued or modified afterfinancial impact of shared-based payments outstanding at December 31, 2002 and2005, we are not expectedunable to have a material effect on our financial statements.  The disclosure requirements are effective for financial statementspredict the impact of interim and annual periods ending afterany share-based payments granted subsequent to December 15, 2002 and are included in the notes to our consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an amendment of FASB Statement No. 123.  This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation.  In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements.  Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.31, 2005.

 

(2)3.       Long-Term              Debt (in thousands)

 

 

2005

 

2004

 

Borrowings under revolving line of credit

 

$

124,000

 

$

 

Less current maturities

 

 

 

 

 

$

124,000

 

$

 

 

Long-term debt consists of (in thousands):

 

 

2002

 

2001

 

Senior notes payable, due September 1, 2003, interest at 6.25% payable semianually

 

$

87,010

 

98,260

 

 

 

 

 

 

 

Senior notes payable, due September 15, 2004, interest at 7.00% payable semiannually

 

95,000

 

95,000

 

 

 

 

 

 

 

Senior subordinated notes, due October 30, 2004, interest at 7.80% payable semiannually

 

20,000

 

30,000

 

 

 

202,010

 

223,260

 

Less current maturities

 

(97,010

)

(10,000

)

Unamortized discount

 

(185

)

(310

)

 

 

$

104,815

 

212,950

 

We areAt December 31, 2005, we were authorized to issueborrow up to $150$200 million under our current revolving lines of credit.  These linesline of credit areand had a $124 million balance outstanding under that agreement.  This line of credit is supported by a credit agreements,agreement with a group of banks which expire November 14, 2005.  No balances wereand expires in April 2010.  The applicable interest rate under our agreement is based on either the prime rate or LIBOR, depending upon the

46



specific type of borrowing, plus a margin based on the level of borrowings and our credit rating.  The average interest rate on our outstanding under these lines of creditborrowings at December 31, 2002.  The 7.80% senior subordinated notes are payable in five equal annual installments of $10 million, which commenced October 30, 2000.

Under the terms of the credit agreements and the note agreements, we are required to maintain certain financial covenants including leverage tests, minimum tangible net worth levels and other financial ratios.  We were in compliance with all of the financial covenants at December 31, 2002.

31



Current maturities of long-term debt at December 31, 2002 consist of the 6.25% senior notes and the fourth installment of the 7.80% senior subordinated notes.  The aggregate annual maturities of long-term debt for each of the two years ending December 31 are $97.0 million in 2003 and $105.0 million in 2004.  There is no long-term debt due in 2005.2005, was 5.12%.

 

(3)4.              Capital Stock

In late May and June of 2002, we closed an offering of approximately 5.9 million shares of common stock.  Approximately 2.8 million shares were issued and sold by JBHT and 3.1 million shares were sold by a shareholder.  The selling price of the stock was $26 per share before underwriter discounts and other expenses.

 

We maintain a Management Incentive Plan (“Plan”) that provides various financial vehicles to compensate our key employees with JBHT common stock or common stock equivalents.  Under the original Plan, as amended, we wereare authorized to award, in aggregate, not more than 5,000,000 shares.  During 1998 and again in 2000, the stockholders of JBHT amended the Plan whereby we are now authorized to award, in aggregate, not more than 8,500,00044 million shares. At December 31, 2002,2005, there were approximately 1,076,00012.6 million shares available for grant under the Plan.  We have utilized three such vehicles to award stock or grant options to purchase JBHT common stock: restricted stock awards, restricted options and nonstatutory stock options.  AsWe awarded approximately 633,000 shares of December 31, 2002, there are no restricted stock awardsduring 2005.  These restricted shares have various vesting schedules ranging from five to ten years.  These restricted shares do not contain rights to vote or receive dividends until the vesting date.  The compensation cost of these restricted options issued or outstanding.shares was calculated based on the grant-date market value and totaled $.5 million in 2005.  We recognize the cost of these restricted shares based on a straight-line basis, treating each vesting date as a separate grant.

 

The Plan provides that nonstatutory stock options may be granted to key employees for the purchase of JBHT common stock for 100% of the fair market value of the common stock at the grant date.  The options generally vest over a ten-year10-year period and are forfeited if the employee terminates for any reason.reason other than death, disability or retirement, after age 55.  The planPlan allows the employee to surrender shares of common stock whichthat the employee already ownshas owned for at least six months in full or partial payment of the option price of an option being exercised and/or to satisfy withholding tax obligations incident to the exercise of an option.  We amended certain vested options related to employees of our logistics segment, extending the exercise period after termination.  This resulted in a remeasurement of these options and accordingly $110,000 was charged to compensation expense in 2000.

 

A summary of the restricted and nonstatutory options to purchase JBHT common stock follows:

 

 

Number
of Shares

 

Weighted Average
Exercise
Per Share

 

Number
of Shares
Exercisable

 

 

 

 

Weighted Average

 

Number

 

Outstanding at December 31, 1999

 

3,737,565

 

$

16.65

 

551,940

 

 

Number

 

Exercise Price

 

of Shares

 

 

of Shares

 

Per Share

 

Exercisable

 

 

 

 

 

 

 

 

Outstanding at December 31, 2002

 

17,814,800

 

$

4.47

 

1,977,652

 

Granted

 

908,250

 

12.75

 

 

 

 

1,769,000

 

11.72

 

 

 

Exercised

 

(98,100

)

13.06

 

 

 

 

(3,373,466

)

4.14

 

 

 

Terminated

 

(237,950

)

16.15

 

 

 

 

(439,220

)

5.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2000

 

4,309,765

 

15.94

 

831,812

 

Outstanding at December 31, 2003

 

15,771,114

 

5.34

 

1,422,716

 

Granted

 

881,000

 

14.43

 

 

 

 

1,553,000

 

19.73

 

 

 

Exercised

 

(600,051

)

14.78

 

 

 

 

(3,394,246

)

4.42

 

 

 

Terminated

 

(553,570

)

17.48

 

 

 

 

(89,700

)

8.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2001

 

4,037,144

 

15.57

 

488,620

 

Outstanding at December 31, 2004

 

13,840,168

 

7.15

 

918,524

 

Granted

 

992,900

 

25.41

 

 

 

 

746,200

 

20.69

 

 

 

Exercised

 

(431,794

)

14.51

 

 

 

 

(3,015,029

)

4.53

 

 

 

Terminated

 

(147,300

)

15.27

 

 

 

 

(111,600

)

7.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2002

 

4,450,950

 

$

17.88

 

494,413

 

Outstanding at December 31, 2005

 

11,459,739

 

$

7.57

 

1,456,687

 

 

3247



During 1995, our Board of Directors established a nonqualified stock option plan to provide performance based compensation to the Chairman of the Board (Chairman’s Plan).  The Chairman’s Plan allowed the Chairman the option to purchase up to 2.5 million shares of JBHT common stock at a price of $17.63 per share.  These options vested after five years.  The Chairman's Plan allows the Chairman to surrender shares of common stock which he already owns in full or partial payment of the option price of an option being exercised and/or to satisfy withholding tax obligations incident to the exercise of an option.  Under the original Chairman’s Plan the options were to be exercised within one year of vesting and all unexercised options would have terminated.  During 2000, our stockholders amended the Chairman’s Plan whereby the exercise period was extended two years from date of vesting.  One million options were exercised during the year ended December 31, 2002 and 1.5 million options were exercised in 2001.  There were no options outstanding for the Chairman’s Plan at December 31, 2002.

The per share weighted-average fair value of stock options granted during 2002, 2001 and 2000 was $14.53, $10.82 and $9.07, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: 2002 - expected dividend yield 0.0%, volatility of 54.9%, risk-free interest rate of 3.2%, and an expected life of 6.7 years; 2001 - expected dividend yield 0.0%, volatility of 59.9%, risk-free interest rate of 4.7%, and an expected life of 6.2 years; 2000 - expected dividend yield 0.0%, volatility of 52.4%, risk-free interest rate of 5.2%, and an expected life of 6.6 years.

33



 

The following table summarizes information about stock options outstanding at December 31, 2002:2005:

 

 

 

Options outstanding

 

Options exercisable

 

Range of exercise prices

 

Options
outstanding

 

Weighted
average
remaining
contractual
life (in years)

 

Weighted
average
exercise
price
per share

 

Options
exercisable

 

Weighted
average
exercise
price
per share

 

$

10.01-20.00

 

3,233,387

 

5.7

 

$

15.14

 

402,800

 

$

14.71

 

20.01-30.00

 

1,207,563

 

9.2

 

25.06

 

87,613

 

23.15

 

30.01-40.00

 

10,000

 

6.5

 

37.50

 

4,000

 

37.50

 

$

10.01-40.00

 

4,450,950

 

6.7

 

$

17.88

 

494,413

 

$

16.39

 

 

 

Options outstanding

 

Options exercisable

 

 

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

 

 

average

 

average

 

 

 

average

 

Range

 

 

 

remaining

 

exercise

 

 

 

exercise

 

of exercise

 

Options

 

contractual

 

price

 

Options

 

price

 

prices

 

outstanding

 

life (in years)

 

per share

 

exercisable

 

per share

 

$

2.65 — 10.00

 

8,425,232

 

6.0

 

$

4.42

 

1,349,380

 

$

4.42

 

10.01 — 20.00

 

1,597,907

 

8.5

 

12.64

 

97,607

 

12.55

 

20.01 — 30.00

 

1,436,600

 

9.5

 

20.41

 

9,700

 

20.53

 

$

2.65 — 30.00

 

11,459,739

 

6.8

 

$

7.57

 

1,456,687

 

$

5.08

 

 

(4)The weighted average exercise price per share of options exercisable at December 31, 2004 and 2003, was $4.70 and $4.21, respectively.       Income Taxes

 

Total income tax (benefit) expense for the years ended December 31, 2002, 2001 and 2000 was allocated as follows (in thousands):

 

 

2002

 

2001

 

2000

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

23,031

 

10,137

 

6,366

 

Stockholders’ equity, for tax benefit of stock options exercised

 

5,823

 

5,361

 

31

 

 

 

$

17,208

 

4,776

 

6,335

 

Refundable income taxes at December 31, 2002 were $8,538,000 and payable income taxes at December 31, 2001 were $3,659,000.  These amounts have been included in other current assets and liabilities on the balance sheet, respectively.5.              Income Taxes

 

Income tax expense (benefit) attributable to earnings before income taxes consists of (in thousands):

 

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Current expense:

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

Federal

 

$

10,413

 

9,661

 

66

 

 

$

114,745

 

$

83,428

 

$

26,439

 

State and local

 

343

 

225

 

457

 

 

5,809

 

2,433

 

1,028

 

 

10,756

 

9,886

 

523

 

 

120,554

 

85,861

 

27,467

 

Deferred expense (benefit):

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

Federal

 

3,892

 

208

 

8,032

 

 

5,131

 

61,375

 

38,535

 

State and local

 

8,383

 

43

 

(2,189

)

 

630

 

8,787

 

6,268

 

 

12,275

 

251

 

5,843

 

 

5,761

 

70,162

 

44,803

 

Total tax expense

 

$

23,031

 

10,137

 

6,366

 

 

$

126,315

 

$

156,023

 

$

72,270

 

 

3448



 

Income tax expense attributable to earnings before income taxes differed from the amounts computed using the statutory federal income tax rate of 35% for the following reasons (in thousands):

 

 

2002

 

2001

 

2000

 

 

2005

 

2004

 

2003

 

Income tax - statutory rate

 

$

26,196

 

15,078

 

14,854

 

 

$

116,769

 

$

105,798

 

$

58,706

 

State tax, net of Federal effect

 

1,295

 

(174

)

(1,125

)

Sale/leaseback benefit

 

(8,021

)

(8,021

)

(7,863

)

Mexican joint-venture redemption

 

 

2,331

 

 

State tax, net of federal effect

 

7,492

 

6,439

 

3,019

 

Non-deductible meals and entertainment

 

5,380

 

6,255

 

6,694

 

Reserve for tax contingency

 

 

33,600

 

 

Change in effective state tax rate, net of federal effect

 

4,514

 

 

 

 

(1,914

)

2,622

 

2,215

 

Other, net

 

(953

)

923

 

500

 

 

(1,412

)

1,309

 

1,636

 

Total tax expense

 

$

23,031

 

10,137

 

6,366

 

 

$

126,315

 

$

156,023

 

$

72,270

 

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 20022005 and 20012004, are presented below (in thousands):

 

 

 

2002

 

2001

 

Deferred tax assets:

 

 

 

 

 

Claims accruals, principally due to accrual for financial reporting purposes

 

$

3,362

 

12,419

 

Tax credit carryforwards

 

17,037

 

12,181

 

Net operating loss carryforwards

 

9,382

 

 

Accounts receivable, principally due to allowance for doubtful accounts

 

1,812

 

1,635

 

Other

 

5,560

 

1,266

 

Total gross deferred tax assets

 

$

37,153

 

27,501

 

 

 

2005

 

2004

 

Deferred tax assets:

 

 

 

 

 

Claims accruals, principally due to accruals for financial reporting purposes

 

$

1,023

 

$

1,987

 

Accounts receivable, principally due to allowance for doubtful accounts

 

1,831

 

2,541

 

Vacation pay

 

5,627

 

5,139

 

Long-term deferred compensation

 

2,558

 

1,614

 

Other

 

2,042

 

678

 

Total gross deferred tax assets

 

13,081

 

11,959

 

 

2002

 

2001

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Plant and equipment, principally due to differences in depreciation and capitalized interest

 

$

169,515

 

162,406

 

 

266,883

 

259,999

 

Prepaid permits and insurance, principally due to expensing for income tax purposes

 

16,514

 

7,877

 

 

31,582

 

29,963

 

Sale and leaseback transaction

 

20,102

 

28,123

 

Mexican joint-venture

 

 

3,396

 

Sale-and-leaseback transaction

 

20,102

 

20,102

 

Other

 

23,712

 

6,114

 

 

7,930

 

9,550

 

Total gross deferred tax liabilities

 

229,843

 

207,916

 

 

326,497

 

319,614

 

Net deferred tax liability

 

$

192,690

 

180,415

 

 

$

313,416

 

$

307,655

 

 

3549



Income taxes payable at December 31, 2005, were $1.9 million and refundable income taxes at December 31, 2004, were $19.4 million.  These amounts have been included in other accrued expenses and income tax receivable on the balance sheet, respectively.

 

We believe our history of profitability and taxable income, the reversal of deferred tax liabilities, and our utilization of tax planning sufficiently supports the carrying amount of the deferred tax assets.  Accordingly, we have not recorded a valuation allowance as all deferred tax benefits are more likely than not to be realized.

 

At December 31, 2002, we had general businessThe Internal Revenue Service (IRS) has proposed to disallow the tax credit carryforwards of approximately $4,174,000 expiring from the year 2007 to 2009, and alternative minimum tax credit carryforwardsbenefits associated with no expiration of approximately $12,863,000.certain sale-and-leaseback transactions.

 

In 1999, we entered into a series of transactions effecting a sale and leaseback of a portion of our Intermodal container and chassis fleet for a selling price of approximately $175 million.  TheseThis transaction was examined by the IRS in an audit of our 1998 and 1999 tax returns.  In December 2003, we received an IRS Notice of Proposed Assessment which disallowed the tax benefits associated with these transactions, usedand as a structureresult, we have filed an appeal in the matter.  We have had preliminary discussions with the IRS Appeals Division and have been informed that the Internal Revenue Service (IRS)IRS Examination Division has recently indicated it intendsbeen instructed to examine.prepare additional work since their case had not been developed adequately for the appellate hearing.  To date, we have not been contacted by the IRS Examination Division to provide any additional information for their review.  If a resolution of the matter cannot be reached in the appeals process, the IRS will forward a 90-day letter, also known as a Notice of Deficiency. A resolution of the dispute could occur at any point in the administrative process or could extend through a trial and court appeals.  If we are unsuccessful in defending this transaction, we could owe additional taxes and interest.  Based on events occurring subsequent to December 31, 2004, we have reversed all prior benefits taken on this transaction, including accrued interest.  The liability for this contingency, approximately $36.3 million (including accrued interest) at December 31, 2005, and $33.6 million at December 31, 2004, is a component of other long-term liabilities on our balance sheets and not a component of deferred income taxes.  We have voluntarily disclosedcontinue to believe our tax positions comply with applicable tax law for which we received advice and opinions from our then external public accountants and attorneys prior to entering into these transactions, and we continue to vigorously defend against the IRS position using all administrative and in October 2002, the IRS began their examination of the specific facts of these transactions.legal processes available.  If the IRS challenges these transactions, we intend to vigorously defend them.  However, if the IRS successfully challenges these transactions, and disallows some or allwere successful in disallowing 100% of the tax benefits that have been realized, these actionsbenefit from this transaction, the total ultimate impact on liquidity could have a material adverse effect on our financial condition and operating results.be approximately $44 million, excluding interest.

 

(5)6.              Employee Benefit Plans

 

We maintain a defined contribution employee retirement plan, which includes a 401(k) option, under which all employees are eligible to participate.  We match a specified percentage of employee contributions, subject to certain limitations.  For the years ended December 31, 2002, 20012005, 2004 and 2000,2003, JBHT matching contributions to the plan were $6,813,000, $7,555,000$7.6 million, $6.0 million and $6,553,000,$6.2 million, respectively.

 

(6)7.              Fair Value of Significant Financial Instruments

(a)                                 Cash and Cash Equivalents, Accounts Receivable, and Trade Accounts Payable

 

The carrying amount approximatesamounts of cash and cash equivalents, accounts receivable and trade accounts payable on our balance sheets at December 31, 2005 and 2004, approximate fair value because ofdue to the short maturity of these instruments.  Long-term debt at December 31, 2005, approximates fair value since the applicable interest rates approximate fair market rates.

 

(b)                                 Long-Term Debt

The fair value of the fixed rate debt is presented as the present value of future cash flows discounted using our current borrowing rate for notes of comparable maturity.  The calculation arrives at a theoretical amount we would pay a creditworthy third party to assume our fixed rate obligations and not the termination value of these obligations. Consistent with market practices, such termination values may include various prepayment and termination fees that we would contractually be required to pay if we retired the debt early.

The estimated fair values of our financial instruments are summarized as follows (in thousands):

 

 

At December 31, 2002

 

At December 31, 2001

 

 

 

Carrying
amount

 

Estimated
fair value

 

Carrying
amount

 

Estimated
fair value

 

Cash and cash equivalents

 

$

80,628

 

80,628

 

49,245

 

49,245

 

Trade accounts receivable

 

237,156

 

237,156

 

233,246

 

233,246

 

Trade accounts payable

 

117,931

 

117,931

 

163,291

 

163,291

 

Long-term debt:

 

 

 

 

 

 

 

 

 

Fixed rate obligations

 

202,010

 

213,397

 

223,260

 

228,331

 

3650



 

(7)8.       Related Party              Related-Party Transactions

 

We advanced premiums on life insurance policies on the livesDr. John A. White has been a member of our principal stockholder and his wife.  In 2002, we ceased advancing premiums on these policies.  All premiums paid by JBHT, along with accrued interest thereon, are reimbursable from a trust which is the owner and beneficiary of the policy.  We have a guarantee from the stockholder for the amount of premiums paid by JBHT together with interest at the rate of 5% per annum through June of 2000.  In July of 2000 our Board of Directors approved an adjustmentsince 1998 and serves as the Chairman of our Audit Committee.  Dr. White is the Chancellor of the University of Arkansas.  In October 2005, we announced a gift of $10 million to the interest rateUniversity of Arkansas to befacilitate the construction of a new J.B. Hunt Transport Services, Inc. Center for Academic Excellence building.  Johnelle D. Hunt is the wife of our average borrowing rate when additional advances were made.founder and former Senior Chairman of the Board, Mr. J.B. Hunt.  She also serves as our Corporate Secretary and has been a member of our Board of Directors since 1993.  Mrs. Hunt serves as Treasurer for the University of Arkansas’ Campaign for the 21st Century.  Neither of the aforementioned board members was instrumental in securing this contribution, nor did either participate in the voting processes related to this transaction.

In April 2004, we sold an aircraft hanger, which the Company had owned since 1993.  Net proceeds from this sale totaled $988,000 and we recognized an approximate $532,000 gain on this sale.  The interest rate changedhanger was sold to 7.42% in August 2001Pinnacle Air Facilities LLC (Pinnacle).  Mr. J.B. Hunt, our former Senior Chairman, is a principal and to 7.39% in July 2002.a director of Pinnacle.  The amounts reimbursable to JBHT amount to approximately $10,153,000selling price of the hanger was approved by our Board of Directors and $9,049,000 at December 31, 2002 and 2001, respectively, and are included in other assets in our accompanying consolidated balance sheets.  See also note 9 for disclosurewas based on a written appraisal of transactions withthe property prepared by an associated company.independent third-party appraiser.

 

(8) 9.           Commitments and Contingencies

 

During 1999, we entered into a sale and leasebacksale-and-leaseback transaction for a portion of our container fleet.  Containers having a net book value of approximately $175,000,000$175 million were sold to third partythird-party leasing companies at approximate net book value.  A gain of approximately $600,000 on the transaction has been deferred and will be amortized to income in relation to rent expense recognized under the leases.  The containers are being leased back under operating leases over terms of four to ten years.  We alsoApproximately $5.9 million of this intermodal trailing equipment was repurchased in December 2004.

As of December 31, 2005, we had approximately $112 million of obligations remaining under operating lease arrangements related to trailing equipment, terminal facilities shuttle yards and computer equipment underequipment.  None of our operating leases having various terms.contains any guaranteed residual value clauses.  Under the terms of certain lease agreements, we are required to maintain certain covenants, including minimum credit ratings.  We were in compliance with these requirements at December 31, 2002.

During 2000, we entered into various capital lease agreements to lease revenue equipment.  These capital leases are secured by revenue equipment with a net book value at December 31, 2002 of approximately $139,000,000 and contain certain guarantees of residual value at the end of the lease terms with fixed price purchase options.2005.

 

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of December 31, 20022005, are (in thousands):

 

 

 

Capital
Leases

 

Operating
Leases

 

 

 

 

 

 

 

2003

 

$

34,481

 

74,233

 

2004

 

115,405

 

56,414

 

2005

 

 

53,813

 

2006

 

 

44,053

 

2007

 

 

36,716

 

Thereafter

 

 

18,387

 

Total minimum lease payments

 

149,886

 

283,616

 

Less amount representing interest (at rates ranging from 4.2% to 8.5%)

 

8,596

 

 

 

 

 

 

 

 

 

Present value of net minimum capital lease payments

 

141,290

 

 

 

Less current installments of obligations under capital leases

 

27,138

 

 

 

 

 

 

 

 

 

Obligations under capital leases excluding current installments

 

$

114,152

 

 

 

 

 

Operating
Leases

 

2006

 

$

57,953

 

2007

 

36,348

 

2008

 

14,021

 

2009

 

1,106

 

2010

 

773

 

Thereafter

 

1,879

 

 

 

$

112,080

 

 

3751



At December 31, 2002 and 2001 gross property and equipment recorded under capital leases was $193,953,000 and $194,256,000, respectively.

 

Total rent expense was $115,084,000$93.5 million in 2002, $98,783,0002005, $95.0 million in 2001,2004, and $87,545,000$109.2 million in 2000, respectively.2003.

 

At December 31, 2002,2005, we had committedoutstanding commitments to purchaseacquire approximately $184,000,000$277 million of revenue equipment and service equipmentproperty in 2006.  This amount is net of expected allowances and sales proceeds from sale or trade-in allowances.equipment dispositions.

 

We adopted the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.  The Interpretation requires that we recognize the fair value of guarantee and indemnification arrangements issued or modified by JBHT after December 31, 2002, if these arrangements are within the scope of that Interpretation.  In addition, under previously existing generally accepted accounting principles, we continue to monitor the conditions that are subject to the guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under the guarantees and indemnifications when those losses are estimable.

In 2002,During 2005, we issued financial standby letters of credit as a guarantee of our performance under certain operating lease commitments and insurance policies.self-insurance arrangements.  If we default on our commitments under the lease agreements or insurance policies,other arrangements, we are required to perform under these guarantees.  The undiscounted maximum amount of our obligation to make future payments in the event of defaults is approximately $27$26.0 million.  As of December 31, 2002, no amounts have been accrued for any estimated losses under the obligations, as it is probable that the suppliers will be able to make all scheduled payments.

 

We are involved in certain other claims and pending litigation arising from the normal conduct of business.  Based on the present knowledge of the facts and, in certain cases, opinions of outside counsel, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, or our results of operations.operations or our liquidity.

As previously disclosed, an arbitration process commenced on July 2, 2004, with the BNSF Railway (BNI).  BNI provides a significant amount of rail transportation services to our JBI business segment.  The arbitration process was initiated in accordance with the terms of our Joint Service Agreement (JSA) with BNI, after we were unable to resolve our disagreements through mediation.  We announced that an interim award was issued by the arbitration panel on September 16, 2005.  As a result of this decision, we recorded, in the third quarter of 2005, pretax charges of $25.8 million, or $16.5 million after income taxes.  On October 19, 2005, the arbitration panel issued an order terminating this arbitration proceeding and declaring that the interim award be adopted as the final award in this matter.  Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, has continued on a timely basis during the entire mediation and arbitration process.

 

(9)10.       Investment in       Affiliated Company

 

In MarchWe have a 37% ownership interest in a logistics joint venture called Transplace, Inc. (TPI). TPI was formed in July 2000 when we, along with five other motor carriers, announced the intent to contribute all ofcontributed our non-asset basedexisting non-asset-based logistics business into a recently formed joint venture, Transplace, Inc. (TPI).  TPI is an Internet-based global transportation logistics company.  TPI commenced operations effective July 1, 2000.  We contributed all of our logistics segment business and all related intangible assets, plus $5.0 million of cash, in exchange for an approximate 27% initial membership interest in TPI.  We account for our approximate 27% interest in TPI utilizingto the equity method of accounting.new entity.  No gain or loss was recognized upon the formation and contribution of logistics segment assets to TPI.  Equity in earningsWe routinely enter into transactions with TPI regarding the movement of TPI was a loss of $1,353,000 in 2002.  On December 31, 2002, we acquired an additional 10% interest in TPI from one of the initial members.

freight.  We providedprovide various services to TPI under a shared serviceshared-service agreement, primarily related to computer system operations, services and maintenance.  We earn transportation revenues from and purchase transportation services from TPI.  We also utilize travel services provided by TPI.  We advanced funds to TPI in the termsform of which expired ona note receivable during 2005.  This note receivable balance, including accrued interest, was $8.6 million at December 31, 2002.  The services included2005, carried an interest rate of 6.0% and is due on January 7, 2007.  This note receivable from TPI is classified as an other asset on our consolidated balance sheet at December 31, 2005.  A summary of our revenues and expenses related to TPI for the following:  payrollthree-year periods ended December 31, 2005, and benefits; accounting; computer system maintenance; office facilities;balance sheet amounts at December 31, 2005 and telecommunications.  The fees from these services approximated $6,299,000 and $6,483,000 in 2002 and 2001, respectively, and were recorded in the consolidated statement of earnings as reimbursements of salaries, wages and employee benefits and general and administrative expenses.2004, is presented below (in millions):

 

We earned revenues of $40,406,000 and $69,696,000 from TPI in providing transportation services during 2002 and 2001, respectively.

At December 31, 2002 and 2001, trade accounts receivable included $2,383,000 and $4,198,000, respectively, due from TPI for freight and fees related to the shared service agreement.

3852



 

For the years endingThe Three-year Periods

Ended December 31 2002 and 2001, we incurred approximately $34,994,000 and $32,649,000, respectively, in purchased transportation expense as a result of TPI providing transportation services.

 

 

2005

 

2004

 

2003

 

Revenue earned from TPI for providing transportation services

 

$

46.2

 

$

67.9

 

$

57.6

 

 

 

 

 

 

 

 

 

Amount billed to TPI for information-technology services provided

 

$

4.6

 

$

5.4

 

$

6.3

 

 

 

 

 

 

 

 

 

Purchased transportation expense paid to (received from) TPI for freight movements

 

$

(.2

)

$

3.3

 

$

14.3

 

 

 

 

 

 

 

 

 

Payments to TPI for travel services provided

 

$

.4

 

$

.4

 

$

.3

 

Amounts at December 31

 

 

2005

 

2004

 

Accounts receivable from TPI, included in trade accounts receivable

 

$

7.7

 

$

9.1

 

 

 

 

 

 

 

Note receivable, including interest from TPI

 

$

8.6

 

$

 

 

(10)11.       Segment Information

 

We have three reportable business segments, Truck (JBT), Intermodal (JBI), and Dedicated Contract Services (DCS).  JBT business includes full truck-load,truckload dry-van freight whichthat is typically transported utilizing company-owned or controlledcompany-controlled revenue equipment.  This freight is typically transported over roads and highways and does not move by rail.  The JBI segment includes freight whichthat is transported by rail over at least some portion of the movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway movement is intended to direct JBI equipment back toward intermodal operations.  DCS segment business typically includes company-owned revenue equipment and employee drivers whichthat are assigned to a specific customer, traffic lane or service.  DCS operations usually include formal, written long-term agreements or contracts which govern services performed and applicable rates.

 

Prior to July 1, 2000, the Logistics business segment primarily consisted of J. B. Hunt Logistics (JBL) a wholly-owned subsidiary which provided a wide range of comprehensive transportation and freight management services.  Such services included experienced professional managers, information and optimization technology and the actual design or redesign of freight system solutions.  JBL utilized JBT, JBI or DCS owned or controlled assets and employees, third-party carriers, or a combination of these options to meet customer service requirements.  JBL services typically were provided in accordance with written long-term agreements.  As discussed in Note 9, we exchanged our ownership in JBL for an initial membership interest in TPI.  Effective July 1, 2000, we began accounting for our ownership in TPI utilizing the equity method of accounting.  As of December 31, 2000, TPI qualified as a reportable business segment and, accordingly, the Logistics segment information shown below includes both JBL and TPI.  Information for TPI included in the following tables is the entity’s results of operations without regard to our ownership interest which is then subtracted in reconciling to the consolidated statement of earnings.53



 

Our customers are geographically dispersed across the United States and include many of the “Fortune 500” companies.States.  One customer accounted for approximately 18%15%, 16%15% and 12%13% of consolidated operating revenues in 2002, 20012005, 2004 and 2000,2003, respectively.  A summary of certain segment information is presented below (in millions):

 

 

 

Assets

 

 

 

2002

 

2001

 

2000

 

Truck

 

$

844

 

892

 

871

 

Intermodal

 

227

 

172

 

128

 

Logistics

 

 

 

33

 

Dedicated Contract Services

 

227

 

179

 

138

 

Other (includes corporate and intersegment eliminations)

 

21

 

17

 

62

 

Total

 

$

1,319

 

1,260

 

1,232

 

 

 

Assets (1)

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

522

 

$

454

 

$

410

 

JBI

 

416

 

359

 

328

 

DCS

 

386

 

355

 

319

 

Other (includes corporate)

 

225

 

335

 

299

 

Total

 

$

1,549

 

$

1,503

 

$

1,356

 

 

 

Revenues

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

1,020

 

$

928

 

$

841

 

JBI

 

1,284

 

1,115

 

936

 

DCS

 

844

 

760

 

671

 

Total segment revenues

 

3,148

 

2,803

 

2,448

 

Inter-segment eliminations

 

(20

)

(17

)

(15

)

Total

 

$

3,128

 

$

2,786

 

$

2,433

 

 

 

Operating Income

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

119

 

$

103

 

$

49

 

JBI (2)

 

124

 

131

 

91

 

DCS

 

100

 

75

 

45

 

Other

 

1

 

1

 

1

 

Total

 

$

344

 

$

310

 

$

186

 

 

 

Depreciation and Amortization
Expense

 

 

 

2005

 

2004

 

2003

 

JBT

 

$

67

 

$

61

 

$

67

 

JBI

 

26

 

22

 

20

 

DCS

 

59

 

56

 

51

 

Other

 

11

 

11

 

12

 

Total

 

$

163

 

$

150

 

$

150

 


(1)  Business segment assets exclude the net impact of inter-company transactions and accounts.

 

39(2)  JBI 2005 operating income reflects a $25.8 million BNI arbitration settlement charge.

54



 

 

Revenues

 

 

 

2002

 

2001

 

2000

 

Truck

 

$

827

 

829

 

834

 

Intermodal

 

809

 

740

 

681

 

Logistics

 

 

 

727

 

Dedicated Contract Services

 

628

 

549

 

479

 

Total segment revenues

 

2,264

 

2,118

 

2,721

 

Inter-segment eliminations

 

(16

)

(18

)

(63

)

Less revenues of equity method investee

 

 

 

(498

)

Consolidated statements of earnings amount

 

$

2,248

 

2,100

 

2,160

 

 

 

Operating income

 

 

 

2002

 

2001

 

2000

 

Truck

 

$

27

 

9

 

(7

)

Intermodal

 

55

 

42

 

37

 

Logistics

 

 

 

9

 

Dedicated Contract Services

 

20

 

17

 

28

 

Other

 

(1

)

4

 

(3

)

Total segment operating income

 

$

101

 

72

 

64

 

Less operating income of equity method investee

 

 

 

(1

)

Consolidated statements of earnings amount

 

$

101

 

72

 

63

 

 

 

Depreciation expense

 

 

2002

 

2001

 

2000

 

Truck

 

$

69

 

70

 

65

 

Intermodal

 

19

 

21

 

23

 

Dedicated Contract Services

 

49

 

44

 

36

 

Other

 

9

 

8

 

10

 

Total

 

$

146

 

143

 

134

 

40



 

(11)12.       Quarterly Financial Information (Unaudited)

 

Operating results by quarter for the years ended December 31, 20022005 and 20012004, are as follows (in thousands, except per shareper-share data):

 

 

Quarter

 

 

Quarter

 

 

First

 

Second

 

Third

 

Fourth

 

 

First

 

Second

 

Third (1)

 

Fourth (2)

 

2002:

 

 

 

 

 

 

 

 

 

2005:

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

510,221

 

557,328

 

582,671

 

597,666

 

 

$709,178

 

$759,206

 

$801,140

 

$858,375

 

Operating income

 

$

13,631

 

28,509

 

28,026

 

30,797

 

 

$79,167

 

$93,005

 

$65,102

 

$106,626

 

Net earnings

 

$

4,854

 

15,479

 

16,756

 

14,727

 

 

$47,499

 

$54,631

 

$39,843

 

$65,338

 

Basic earnings per share

 

$

0.13

 

0.42

 

0.43

 

0.37

 

 

$.30

 

$.34

 

$.25

 

$.42

 

Diluted earnings per share

 

$

0.13

 

0.40

 

0.42

 

0.37

 

 

$.29

 

$.33

 

$.25

 

$.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2001:

 

 

 

 

 

 

 

 

 

2004:

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

495,419

 

521,489

 

537,156

 

546,241

 

 

$617,698

 

$679,037

 

$718,614

 

$770,805

 

Operating income

 

$

8,367

 

15,818

 

11,950

 

36,074

 

 

$58,217

 

$79,174

 

$82,669

 

$90,163

 

Net earnings

 

$

1,645

 

8,568

 

4,549

 

18,183

 

 

$32,974

 

$45,625

 

$47,875

 

$19,782

 

Basic earnings per share

 

$

0.05

 

0.24

 

0.13

 

0.51

 

 

$.21

 

$.29

 

$.30

 

$.12

 

Diluted earnings per share

 

$

0.05

 

0.24

 

0.12

 

0.50

 

 

$.20

 

$.27

 

$.29

 

$.12

 

 

41



(1)

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSUREReflects a $25.8 million pretax, or a $16.5 million after-tax, charge in 2005 for a BNI arbitration settlement charge.

 

No reports on Form 8-K have been filed within the twenty-four months prior to December 31, 2002 involving(2)Reflects a change$33.6 million reserve, including interest expense, of accountants or disagreements on accounting and financial disclosure.a non-cash tax benefit in 2004.

 

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

DIRECTORS

The schedule of directors is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 24, 2003 set forth under section entitled “Proposal One Election of Directors.”

EXECUTIVE OFFICERS

Information with respect to our executive officers is set forth in Item 4 of this Report under the caption “Our Executive Officers.”

ITEM 11.   EXECUTIVE COMPENSATION

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required for Items 11 and 12 is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 24, 2003 set forth under sections entitled “Principal Stockholders of the Company,” “Report of the Compensation Committee,” “2003 Performance-based Compensation,” and “Compensation Committee Interlocks and Insider Participation.”

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required for Item 13 is hereby incorporated by reference from Note (7) Related Party Transactions and Note (9) Investment in Affiliated Company of the Notes to Consolidated Financial Statements and from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held on April 24, 2003 set forth under the section entitled “Compensation Committee Interlocks and Insider Participation.”

ITEM 14.   CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective in alerting them, in a timely manner, to material information required to be disclosed by us in our periodic reports to the Securities and Exchange Commission.  In addition, the CEO and CFO determined that there were no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their most recent evaluation.

42



PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

(a)   Financial Statements, Financial Statement Schedules and Exhibits:

(1)           Financial Statements

The financial statements filed as part of this filing are listed on the index to Consolidated Financial Statements, Item 8, on page 21.

(3)           Exhibits

The response to this portion of Item 14 is submitted as a separate section of this report (“Exhibit Index”) on page 47.

(b)   Reports on Form 8-K

On November 21, 2002, we filed a current report on Form 8-K announcing that we had reached an agreement in principle with Werner Enterprises, Inc. to transfer a portion of Werner Enterprises’ ownership interest in Transplace, Inc. to J.B. Hunt.

On November 25, 2002, we filed a current report on Form 8-K announcing that an agreement had been reached with Freightliner LLC for a comprehensive truck sale and trade package for 2003.

On January 30, 2003, we filed a current report on Form 8-K announcing our financial results for the fourth quarter and year ended December 31, 2002.

43



SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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, in the City of Lowell, Arkansas, on the 10th day of March, 2003.

J. B. HUNT TRANSPORT SERVICES, INC.

(Registrant)

By:

/s/

Kirk Thompson

Kirk Thompson

President and Chief Executive Officer

By:

/s/

Jerry W. Walton

Jerry W. Walton

Executive Vice President, Finance and Administration,

Chief Financial Officer

By:

/s/

Donald G. Cope

Donald G. Cope

Senior Vice President, Controller,

Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the 10th day of March, 2003 on behalf of the registrant and in the capacities indicated.

/s/

John A. Cooper, Jr.

Member of the Board

John A. Cooper, Jr.

of Directors

/s/

Wayne Garrison

Member of the Board

Wayne Garrison

of Directors (Chairman)

/s/

Gene George

Member of the Board

Gene George

of Directors

/s/

Thomas L. Hardeman

Member of the Board

Thomas L. Hardeman

of Directors

/s/

J. Bryan Hunt, Jr.

Member of the Board

J. Bryan Hunt, Jr.

of Directors (Vice Chairman)

/s/

J.B. Hunt

Member of the Board

J.B. Hunt

of Directors (Senior Chairman)

/s/

Johnelle D. Hunt

Member of the Board

Johnelle D. Hunt

of Directors (Corporate Secretary)

/s/

James L. Robo

Member of the Board

James L. Robo

of Directors

/s/

Kirk Thompson

Member of the Board

Kirk Thompson

of Directors (President and
Chief Executive Officer)

/s/

Leland Tollett

Member of the Board

Leland Tollett

of Directors

/s/

John A. White

Member of the Board

John A. White

of Directors

44



CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

J.B. Hunt Transport Services, Inc.

I, Kirk Thompson, certify that:

1.               I have reviewed this annual report on Form 10-K of J.B. Hunt Transport Services, Inc.;

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.               Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.               The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

a)              designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c)              presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.               The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)              all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.               The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  March 10, 2003

/s/ Kirk Thompson

Kirk Thompson

President and Chief Executive Officer

45



CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

J.B. Hunt Transport Services, Inc.

I, Jerry W. Walton, certify that:

1.               I have reviewed this annual report on Form 10-K of J.B. Hunt Transport Services, Inc.;

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.               Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.               The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

a)              designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c)              presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.               The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)              all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.               The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  March 10, 2003

/s/ Jerry W. Walton

Jerry W. Walton

Executive Vice President, Finance and
Administration,
Chief Financial Officer

46



EXHIBIT INDEX

Exhibit
Number

Description

3A

The Company’s Amended and Restated Articles of Incorporation dated May 19, 1988 (incorporated by reference from Exhibit 4A of the Company’s S-8 Registration Statement filed April 16, 1991; Registration Statement Number 33-40028).

3B

The Company’s Amended Bylaws dated September 19, 1983 (incorporated by reference from Exhibit 3C of the Company’s S-1 Registration Statement filed February 7, 1985; Registration Number 2-95714).

10A

Material Contracts of the Company (incorporated by reference from Exhibits 10A-10N of the Company’s S-1 Registration Statement filed February 7, 1985; Registration Number 2-95714).

10B

The Company has an Employee Stock Purchase Plan filed on Form S-8 on February 3, 1984 (Registration Number 2-93928), and a Management Incentive Plan filed on Form D-8 on April 16, 1991 (Registration Number 33-40028).  The Management Incentive Plan is Incorporated herein by reference from Exhibit 4B of the Registration Statement 33-40028. The Company amended and restated its Employee Retirement Plan on Form S-8 (Registration Statement Number 33-57127) filed December 30, 1994.  The Employee Retirement Plan is incorporated herein by reference from Exhibit 99 of Registration Statement Number 33-57127.  The Company amended and restated its Management Plan on Form S-8 (Registration Number 33-40028) filed August 14, 2001.  The Company filed the Chairman’s Stock Option Incentive Plan as part of a definitive 14A on March 26, 1996.

21

Subsidiaries of J.B. Hunt Transport Services, Inc.

23

Consent of KPMG LLP

99.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the President and Chief Executive Officer

99.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President of Finance and Administration and Chief Financial Officer

4755