10-K 1 jbht20141231_10k.htm FORM 10-K jbht20141231_10k.htm

 

UNITED STATES

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 fiscal year ended

 Commission file number

 

 December 31, 2014 

 0-11757

 

      

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

Arkansas

 

 71-0335111

 

 

(State or other jurisdiction of 

 

 (I.R.S. Employer

 

 

incorporation or organization)

 

 Identification No.)

 

 

 

 

 

 

 

615 J.B. Hunt Corporate Drive 

 

 72745-0130

 

 

Lowell, Arkansas

 

 (ZIP Code)

 

 

(Address of principal executive offices)

 

 

 

 

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, $0.01 Par Value

 

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

Yes    X       No _____

 

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

Yes _____ No     X    

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     X       No _____

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes     X        No _____

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is 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 Form 10-K or any amendment to this Form 10-K.    [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     X    

Accelerated filer _____

Non-accelerated filer _____

Smaller reporting company _____

  

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

Yes _____ No     X    

 

The aggregate market value of 91,621,042 shares of the registrant’s $0.01 par value common stock held by non-affiliates as of June 30, 2014, was $6.8 billion (based upon $73.78 per share).

 

As of February 17, 2015, the number of outstanding shares of the registrant’s common stock was 116,515,423.

 

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Notice and Proxy Statement for the Annual Meeting of Stockholders, to be held April 23, 2015, are incorporated by reference in Part III of this Form 10-K.

 

 
 

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

Form 10-K

 

For The Fiscal Year Ended December 31, 2014

 

Table of Contents

 

 

 

Page

 

PART I  
     

Item 1.

Business

2

     

Item 1A.

Risk Factors

6

     

Item 1B.

Unresolved Staff Comments

9

     

Item 2.

Properties

9

     

Item 3.

Legal Proceedings

9

     

Item 4.

Mine Safety Disclosures

9

     

 

PART II  
     

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  10
     

Item 6.

Selected Financial Data

13

     

Item 7.

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

  14
     

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

23

     

Item 8.

Financial Statements and Supplementary Data

24

     

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  24
     

Item 9A.

Controls and Procedures

24

     

Item 9B.

Other Information

25

     

 

PART III  
     

Item 10.

Directors, Executive Officers and Corporate Governance

25

     

Item 11.

Executive Compensation

25

     

Item 12.

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

  26
     

Item 13.

Certain Relationships and Related Transactions, and Director Independence

26

     

Item 14.

Principal Accounting Fees and Services

26

     

 

PART IV  
     

Item 15.

Exhibits, Financial Statement Schedules

26

     

Signatures  

  27
     

Index to Consolidated Financial Information  

  28

 

 
1

 

 

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 of 1933, as amended, 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 these 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 and delivery personnel, 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, disruption or failure of information systems, 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.

 

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

Overview

   We are one of the largest surface transportation, delivery, and logistics companies in North America. J.B. Hunt Transport Services, Inc. is a publicly held holding company that, together with our wholly owned subsidiaries, provides safe and reliable transportation and delivery services to a diverse group of customers and consumers throughout the continental United States, Canada, and Mexico. Unless otherwise indicated by the context, “we,” “us,” “our,” and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its consolidated subsidiaries. We were incorporated in Arkansas on August 10, 1961, and have been a publicly held company since our initial public offering in 1983. Our service offerings include transportation of full-truckload containerized freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers or independent contractors. We have arrangements with most of the major North American rail carriers to transport freight in containers or trailers. We also provide customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet individual customers’ requirements and typically involve long-term contracts. These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, local and home deliveries, freight handling, specialized equipment, and freight network design. Our local and home delivery services typically are provided through a network of cross-dock service centers throughout the continental United States. Utilizing a network of thousands of reliable third-party carriers, we also provide comprehensive transportation and logistics services. In addition to full-load, dry-van operations, these unrelated outside carriers also provide flatbed, refrigerated, less-than-truckload (LTL), and other specialized equipment, drivers, and services. Our customers’ business activities are extremely diverse, and our customer base includes a large number of Fortune 500 companies.

 

We believe our ability to offer multiple services, utilizing our four business segments and a full complement of logistics services through third parties, represents a competitive advantage. These segments include Intermodal (JBI), Dedicated Contract Services® (DCS), Integrated Capacity Solutions (ICS), and Truck (JBT). Our business is somewhat seasonal, with slightly higher freight volumes typically experienced during August through early November. Our DCS segment is subject to somewhat less seasonal variation than our other segments. For the calendar year ended December 31, 2014, our consolidated revenue totaled $6.2 billion, after the elimination of intersegment business. Of this total, 60% was generated by our JBI business segment, 22% by DCS, 12% by ICS, and 6% by JBT. For the year ended December 31, 2013, JBI represented 62%, DCS 22%, ICS 9%, and JBT 7% of our consolidated revenue. For the year ended December 31, 2012, JBI represented 61%, DCS 21%, ICS 9%, and JBT 9% of our consolidated revenue.

 

 

 
2

 

 

Additional general information about us is available 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, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be a part of this annual report on Form 10-K or incorporated into any other filings we make with the SEC.

 

Our Mission and Strategy

 

We forge long-term partnerships with key customers that include supply-chain management as an integral part of their strategies. Working in concert, we strive to drive out excess cost, add value and function as an extension of their enterprises. Our strategy is based on utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service. We believe our unique operating strategy can add value to customers and increase our profits and returns to stockholders.

 

We continually analyze where we believe additional capital should be invested and management’s resources should be focused to provide added benefits to our customers. These actions should, in turn, yield increasing returns to our stockholders.

 

Increasingly, our customers are seeking energy-efficient transportation solutions to reduce both cost and greenhouse-gas emissions. Our intermodal service addresses both demands. Further, we are customizing dedicated solutions aimed at minimizing transportation-related carbon emissions. Efforts to improve fleet fuel efficiency are ongoing, and we are an Environmental Protection Agency (EPA) SmartWaySM Transport Partner.

 

As always, we continue to ingrain safety into our corporate culture and strive to conduct all of our operations as safely as possible.

 

operating segments

 

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

 

JBI Segment

 

The transportation service offerings of our JBI segment utilize arrangements with most major North American rail carriers to provide intermodal freight solutions for our customers throughout the continental United States, Canada, and Mexico. Our JBI segment began operations in 1989, forming a unique partnership with what is now the BNSF Railway Company; this was a watershed event in the industry and the first agreement that linked major rail and truckload carriers in a joint service environment. JBI draws on the intermodal services of rail carriers for the underlying linehaul movement of its equipment between rail ramps. The origin and destination pickup and delivery services (“drayage”) are handled by our company-owned tractors for the majority of our intermodal loads, while third-party dray carriers are used where economical. By performing our own drayage services, we are able to provide a cost-competitive, seamless coordination of the combined rail and dray movements for our customers.

 

JBI operates 73,298 pieces of company-owned trailing equipment systemwide. The fleet primarily consists of 53-foot, high-cube containers and is designed to take advantage of intermodal double-stack economics and superior ride quality. We own and maintain our own chassis fleet, consisting of 65,455 units. The containers and chassis are uniquely designed so that they may only be paired together, which we feel creates an operational competitive advantage. JBI also manages a fleet of 3,916 company-owned tractors, 761 independent contractor trucks, and 4,756 company drivers. At December 31, 2014, the total JBI employee count was 5,340. Revenue for the JBI segment in 2014 was $3.7 billion.

 

 

 
3

 

 

DCS Segment

 

DCS focuses on private fleet conversion and creation in replenishment, specialized equipment, and final-mile delivery services. We specialize in the design, development, and execution of supply-chain solutions that support a variety of transportation networks. Our final-mile delivery services are supported with a network of approximately 89 cross-dock locations nationwide, with 98% of the continental U.S. population living within 150 miles of a cross-dock location. Contracts with our customers are long-term, ranging from three to ten years, with the average being approximately five years. Pricing of our contracts typically involves cost-plus arrangements, with our fixed costs being recovered regardless of equipment utilization, but is customized based on invested capital and duration.

 

At December 31, 2014, this segment operated 6,425 company-owned trucks, 448 customer-owned trucks, and 7 independent contractor trucks. DCS also operates 13,852 owned pieces of trailing equipment and 6,664 customer-owned trailers. The DCS segment employed 9,466 people, including 7,833 drivers, at December 31, 2014. DCS revenue for 2014 was $1.4 billion.

 

ICS Segment

 

ICS provides traditional freight brokerage and transportation logistics solutions to customers through relationships with thousands of third-party carriers and integration with our owned equipment. By leveraging the J.B. Hunt brand, systems, and network, we provide a broader service offering to customers by providing flatbed, refrigerated, expedited, and LTL, as well as a variety of dry-van and intermodal solutions. ICS provides single-source logistics management for customers desiring to outsource their transportation functions and utilize our proven supply-chain technology and design expertise to improve efficiency. ICS operates 29 remote sales offices or branches, as well as on-site logistics personnel working in direct contact with customers.

 

At December 31, 2014, the ICS segment employed 582 people, with a carrier base of approximately 39,100. ICS revenue for 2014 was $718 million.

 

JBT Segment

 

The service offering in this segment is full-load, dry-van freight, utilizing tractors operating over roads and highways. We typically pick up freight at the dock or specified location of the shipper and transport the load directly to the location of the consignee. We use our company-owned tractors and employee drivers or independent contractors who agree to transport freight in our trailers.

 

At December 31, 2014, the JBT segment operated 1,296 company-owned tractors and employed 1,604 people, 1,378 of whom were drivers. At December 31, 2014, we had 590 independent contractors operating in the JBT segment. JBT revenue for 2014 was $386 million.

 

Marketing and Operations

 

We transport, or arrange for the transportation of, a wide range of freight, including general merchandise, specialty consumer items, appliances, forest and paper products, food and beverages, building materials, soaps and cosmetics, automotive parts, agricultural products, electronics, and chemicals. Our customers’ business activities are extremely diverse, and our customer base includes a large number of Fortune 500 companies. We provide a broad range of transportation services to shippers seeking to use a variety of transportation options to optimize their supply-chain logistics needs.

 

We generally market all of our service offerings through a nationwide sales and marketing network. We use a specific sales force in DCS due to the length, complexity, and specialization of the sales cycle. In addition, ICS utilizes its own local branch salespeople. 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.

 

 

 
4

 

 

People

 

We believe that one of the factors differentiating us from our competitors is our service-oriented people. As of December 31, 2014, we had 20,158 employees, which consisted of 13,967 company drivers, 5,059 office personnel, and 1,132 maintenance technicians. We also had arrangements with approximately 1,358 independent contractors to transport freight in our trailing equipment. None of our employees are represented by unions or covered by collective bargaining agreements.

 

Revenue Equipment

 

Our JBI segment utilizes uniquely designed high-cube containers and chassis, which can only be paired with each other and can be separated to allow the containers to be double-stacked on rail cars. The composition of our DCS trailing fleet varies with specific customer requirements and may include dry-vans, flatbeds, temperature-controlled, curtain-side vans, straight trucks, and dump trailers. We primarily utilize third-party carriers’ tractor and trailing equipment for our ICS segment. Our JBT segment operates primarily with 53-foot dry-van trailers.

 

As of December 31, 2014, our company-owned tractor and truck fleet consisted of 11,637 units. In addition, we had 1,358 independent contractors who 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 JBI and JBT fleets. Due to our customers’ preferences and the actual business application, our DCS fleet is extremely diversified. We believe operating with relatively newer revenue equipment provides better customer service, attracts quality drivers, and lowers maintenance expense. At December 31, 2014, the average age of our combined tractor fleet was 2.3 years, while our containers averaged 5.2 years of age and our trailers averaged 9.5 years. We perform routine servicing and preventive maintenance on our equipment at our regional terminal facilities.

 

Competition and the Industry

 

The freight transportation markets in which we operate are frequently referred to as highly fragmented and competitive. Our JBI segment competes with other intermodal marketing companies; other full-load carriers that utilize railroads for a portion of the transportation service; and, to a certain extent, some railroads directly. The diversified nature of the services provided by our DCS segment attracts competition from customers’ private fleets, other private fleet outsourcing companies, equipment leasing companies, local and regional delivery service providers, and some truckload carriers. Our ICS segment utilizes the fragmented nature of the truck industry and competes with other non-asset-based logistics companies and freight brokers, as well as full-load carriers. The full-load freight competition of our JBT segment includes thousands of carriers, many of which are very small. While we compete with a number of smaller carriers on a regional basis, only a limited number of companies represent competition in all markets across the country.

 

We compete with other transportation service companies primarily in terms of price, on-time pickup and delivery service, availability and type of equipment capacity, and availability of carriers for logistics services.

 

Regulation

 

Our operations as a for-hire motor carrier are subject to regulation by the U.S. Department of Transportation (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 compliance with federal safety requirements, and we report certain accident and other information to the DOT. Our operations into and out of Canada and Mexico are subject to regulation by those countries.

 

In 2011, the FMCSA amended the hours-of-service (HOS) safety requirements for commercial truck drivers. The remaining provisions of the amended HOS rules became effective July 1, 2013, and we experienced some negative impact on our productivity as a result. However, in December 2014, as a result of the Consolidated and Further Continuing Appropriations Act of 2015, the FMCSA was required to rescind the 34-hour restart provision of the amended HOS rules to the pre-July 1, 2013, requirements. Furthermore, the FMCSA was required to conduct a field study measuring the safety benefit of the amended HOS rules before and after this rule change. This rule rescission is considered temporary pending the outcome of the study. We continue to evaluate and adjust the various segments of our operations toward the ultimate impact of these changes in HOS safety requirements.

 

 

 
5

 

 

In 2011, the FMCSA published a Notice of Proposed Rulemaking to require currently logging drivers to complete their logs using an Electronic Logging Device (ELD). The final rule regarding this proposal is expected to be published in the third quarter of 2015. Since the issuance of this proposal, we have successfully implemented a plan to replace any legacy on-board recording equipment within our fleets. At December 31, 2014, we had replaced approximately 90% of this equipment. We do not anticipate a negative impact on our operations or productivity.

 

In 2013, the FMCSA, in conjunction with the National Highway Traffic Safety Administration, submitted a Notice of Proposed Rulemaking to require the installation of speed-limiting devices on heavy trucks. The final rule regarding this proposal is expected to be published in the third quarter of 2015. We believe this rule will have minimal implementation cost, as all of our heavy trucks subject to this rule already have these devices installed. We do not anticipate a negative impact on our operations or productivity.

 

We continue to monitor the actions of the FMCSA and other regulatory agencies and evaluate all proposed rules to determine their impact on our operations.

 

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.

 

Our business is subject to general economic and business factors, any of which could have a material adverse effect on our results of operations. Economic trends and the tightening of credit in financial markets could adversely affect our ability, and the ability of our customers and suppliers, to obtain financing for operations and capital expenditures.

 

Our business is dependent upon a number of factors that may have a material adverse effect on the results of our operations, many of which are beyond our control. These factors include interference with or termination of our relationships with certain railroads; disruptions to U.S. port-of-call activity; significant increases or rapid fluctuations in fuel prices, fuel taxes, interest rates, insurance premiums, self-insurance levels, excess capacity in the intermodal or trucking industries, or license and registration fees; terrorist attacks or actions; acts of war; adverse weather conditions; disruption or failure of information technology systems; increased costs for new revenue equipment or decreases in the value of used equipment; increased tariffs assessed on or disruptions in the procurement of imported revenue equipment; and difficulty in attracting and retaining qualified drivers, independent contractors, and third-party carriers.

 

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 increase our reserve for bad debt losses. In addition, our results of operations may be affected by seasonal factors. Customers tend to reduce shipments 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 depend on third parties in the operation of our business.

 

Our JBI business segment utilizes railroads in the performance of its transportation services. The majority of these services are provided pursuant to contractual relationships with the railroads. While we have agreements with a number of Class I railroads, the majority of our business travels on the Burlington Northern Santa Fe and the Norfolk Southern railways. A material change in the relationship with or the inability to utilize one or more of these railroads or the overall service levels provided by these railroads could have a material adverse effect on our business and operating results. 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. Work stoppages or other disruptions at any of these ports could have a material adverse effect on our business.

 

 

 
6

 

 

We also utilize independent contractors and third-party carriers to complete our services. These third parties are subject to similar regulation requirements, which may have a more significant impact on their operations, causing them to exit the transportation industry. Aside from when these third parties may use our trailing equipment to fulfill loads, we do not own the revenue equipment or control the drivers delivering these loads. The inability to obtain reliable third-party carriers and independent contractors could have a material adverse effect on our operating results and business growth.

 

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

 

Fuel costs can be very volatile. 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 price increases cannot be fully recovered due to our engines being idled during cold or warm weather and empty 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, 2014, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

 

Insurance and claims expenses could significantly reduce our earnings.

 

Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. If the number or severity of claims for which we are self-insured increases, our operating results could be adversely affected. We have policies in place for 2015 with substantially the same terms as our 2014 policies for personal injury, property damage, workers’ compensation, and cargo loss or damage. We purchase insurance coverage for the amounts above which we are self-insured. If these expenses increase and we are unable to offset the increase with higher freight rates, our earnings could be materially and adversely affected.

 

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, 2014, our top 10 customers, based on revenue, accounted for approximately 28% of our revenue. Our JBI, ICS, and JBT segments typically do not have long-term contracts with their customers. While our DCS segment business may involve a long-term written contract, those contracts may contain cancellation clauses, and there is no assurance that our current customers will continue to utilize our services or 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 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 are audited periodically by the DOT to ensure that we are in compliance with various safety, hours-of-service, and other rules and regulations. If we were found to be out of compliance, the DOT could restrict or otherwise impact our operations.

 

 

 
7

 

 

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

 

If we are unable to attract and retain the necessary quality and number of employees, we could be required to significantly increase our employee compensation package, let revenue equipment sit idle, dispose of the equipment altogether, or rely more on higher-cost third-party carriers, which could adversely affect our growth and profitability. In addition, our growth could be limited by an inability to attract third-party carriers upon whom we rely to provide transportation services.

 

We rely significantly on our information technology systems, a disruption, failure or security breach of which could have a material adverse effect on our business.

 

We rely on information technology throughout all areas of our business to initiate, track, and complete customer orders; process financial and nonfinancial data; compile results of operations for internal and external reporting; and achieve operating efficiencies and growth. Our information technology systems may be susceptible to various interruptions, including equipment or network failures, failed upgrades or replacement of software, user error, power outages, natural disasters, cyber-attacks, terrorist attacks, computer viruses, hackers, or other security breaches. We have mitigated our exposure to these risks through the establishment and maintenance of technology security programs and disaster recovery plans, but these mitigating activities may not be sufficient. A significant disruption, failure or security breach in our information technology systems could have a material adverse effect on our business, which could include operational disruptions, loss of confidential information, external reporting delays or errors, legal claims, or damage to our business reputation.

 

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

 

We compete with many other transportation service providers of varying sizes and, to a lesser extent, with LTL carriers and railroads, some of which have more equipment and greater capital resources than we do. Additionally, some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or to maintain our profit margins.

 

In an effort to reduce the number of carriers it uses, a customer often selects so-called “core carriers” as approved transportation service providers, and in some instances, we may not be selected. 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. Also, certain customers that operate private fleets to transport their own freight could decide to expand their operations, thereby reducing their need for our services.

 

Extreme or unusual weather conditions can disrupt our operations, impact freight volumes, and increase our costs, all of which could have a material adverse effect on our business results.

 

Certain weather conditions such as ice and snow can disrupt our operations. Increases in the cost of our operations, such as towing and other maintenance activities, frequently occur during the winter months. Natural disasters such as hurricanes and flooding can also impact freight volumes and increase our costs.

 

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

 

We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial 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 waste disposal, among others. We also maintain bulk fuel storage and fuel islands at several of our facilities. If a spill or other accident involving hazardous substances occurs, or if we are found to be in violation of applicable laws or regulations, it could have a material adverse effect on our 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.

 

 

 
8

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Our corporate headquarters are in Lowell, Arkansas. We occupy a number of buildings in Lowell that we utilize for administrative support, customer service, freight dispatch, data processing and warehousing, and data backup and disaster recovery. We also own or lease approximately 41 other significant facilities across the United States where we perform maintenance on our equipment, provide bulk fuel, and employ personnel to support operations. These facilities vary in size from 1 to 35 acres. Each of our business segments utilizes these facilities for various services, including bulk fueling, maintenance, and driver support activities. In addition, we have approximately 89 leased facilities in our DCS cross-dock and delivery system network and 29 leased or owned remote sales offices or branches in our ICS segment. Excluded from the following table are leases for small offices and parking yards throughout the country that support our customers’ business needs.

 

A summary of our principal facilities in locations throughout the U.S. follows:

 

Type

Acreage

Maintenance Shop/

Cross-dock Facility

(square feet)

Office Space

(square feet)

Maintenance and support facilities

472

 

795,000

 

212,000

 

Cross-dock and delivery system facilities

-

 

1,348,000

 

120,000

 

Corporate headquarters, Lowell, Arkansas

130

 

-

 

262,000

 

Offices and data center, Lowell, Arkansas

8

 

-

 

40,000

 

Branch sales offices

-

 

-

 

50,000

 

 

ITEM 3. LEGAL PROCEEDINGS

 

We are involved in certain claims and pending litigation arising from the normal conduct of business. Based on 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, results of operations, or liquidity.

 

We are a defendant in certain class-action lawsuits in which the plaintiffs are current and former California-based drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items. During the first half of 2014, the Court in the lead class-action granted Judgment in our favor with regard to all claims. The plaintiffs have appealed the case to the Ninth Circuit Court of Appeals and we are currently awaiting the appointment of a panel of judges. The overlapping claims in the remaining two actions have been stayed pending a decision in the lead class-action case. We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 
9

 

  

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is traded in the over-the-counter market under the symbol “JBHT.” At December 31, 2014, we were authorized to issue up to 1 billion shares of our common stock, and 167.1 million shares were issued. We had 116.6 million and 117.2 million shares outstanding as of December 31, 2014 and 2013, respectively. The high and low sales prices of our common stock as reported by the National Association of Securities Dealers Automated Quotations National Market system (NASDAQ) and the quarterly dividends paid per share on our common shares were:

 

2014

 

Dividends Paid

   

High

   

Low

 
                         

First Quarter

  $ 0.20     $ 79.89     $ 69.33  

Second Quarter

    0.20       78.07       71.45  

Third Quarter

    0.20       79.79       71.73  

Fourth Quarter

    0.20       85.54       71.00  
                         

2013

 

Dividends Paid

   

High

   

Low

 
                         

First Quarter

  $ -     $ 75.73     $ 60.05  

Second Quarter

    0.15       77.20       67.97  

Third Quarter

    0.15       78.39       71.26  

Fourth Quarter

    0.15       78.65       70.60  

 

On February 17, 2015, the high and low sales prices for our common stock as reported by NASDAQ were $83.52 and $82.71, respectively, and we had 1,056 stockholders of record.

 

Dividend Policy

 

Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon our financial condition, liquidity, earnings, capital requirements, and any other factors the Board of Directors may deem relevant. In 2012, we pulled forward and paid our previously planned first quarter 2013 dividend in the fourth quarter of 2012. Accordingly, we did not declare or pay a quarterly dividend in the first quarter of 2013. On January 29, 2015, we announced an increase in our quarterly cash dividend from $0.20 to $0.21 per share, which will be paid February 26, 2015, to stockholders of record on February 12, 2015. We currently intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that future dividends will be paid.

 

 

 
10

 

 

Purchases of Equity Securities

 

The following table summarizes purchases of our common stock during the three months ended December 31, 2014:

 

Period

 

Number of Common Shares Purchased

   

Average Price Paid Per Common Share Purchased

   

Total Number of Shares

Purchased as

Part of a Publicly Announced Plan

(1)

   

Maximum

Dollar Amount

of Shares That

May Yet Be Purchased

Under the Plan

(in millions)

 

October 1 through October 31, 2014

    -     $ -       -     $ 263  

November 1 through November 30, 2014

    500,438       79.93 (2)     500,438       223  

December 1 through December 31, 2014

    114,903       87.03 (2)     114,903       213  

Total

    615,341     $ 81.26       615,341     $ 213  

 

(1)

On October 27, 2011, our Board of Directors authorized the purchase of up to $500 million of our common stock.

   
(2) Number of common shares and average price paid per common share reflect the effective total purchases upon completion of our $50 million accelerated repurchase program, which commenced in November 2014. Terms of the program included a deferment of 114,903 shares until program completion in December 2014.

 

Stock Performance Graph

 

The following graph compares the cumulative 5-year total return of stockholders of our common stock with the cumulative total returns of the S&P 500 index and two customized peer groups. The peer group labeled “Prior Peer Group” consists of 16 companies: ArcBest Corp., Avis Budget Group Inc., C.H. Robinson Worldwide Inc., Con-Way Inc., CSX Corp., Expeditors International Of Washington Inc., Hertz Global Holdings Inc., Hub Group Inc., Kansas City Southern, Landstar System Inc., Norfolk Southern Corp., Old Dominion Freight Line Inc., Ryder System Inc., Swift Transportation Co., UTI Worldwide Inc., and Werner Enterprises Inc. The peer group labeled “Current Peer Group” consists of 16 companies: Amerco, ArcBest Corp., Avis Budget Group Inc., C.H. Robinson Worldwide Inc., Con-Way Inc., CSX Corp., Expeditors International Of Washington Inc., Hertz Global Holdings Inc., Hub Group Inc., Kansas City Southern, Landstar System Inc., Norfolk Southern Corp., Old Dominion Freight Line Inc., Ryder System Inc., Swift Transportation Co., and UTI Worldwide Inc. The graph assumes the value of the investment in our common stock, in the index, and in each of the peer groups (including reinvestment of dividends) was $100 on December 31, 2009, and tracks it through December 31, 2014. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

 

 

 

 

 
11

 

 

   

Years Ended December 31,

 
   

2009

   

2010

   

2011

   

2012

   

2013

   

2014

 
                                                 

J.B. Hunt Transport Services, Inc.

  $ 100.00     $ 128.22     $ 143.28     $ 192.26     $ 250.42     $ 275.77  

S&P 500

    100.00       115.06       117.49       136.30       180.44       205.14  

Prior Peer Group

    100.00       132.52       131.99       132.26       189.76       224.71  

Current Peer Group

    100.00       133.45       132.52       134.09       194.62       230.34  

  

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

Plan Category(1)

 

Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights

   

Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights

   

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))

 
   

(A)

   

(B)

   

(C)

 

Equity compensation plans approved by security holders

    2,472,793     $ 20.40 (2)     8,036,101  

 

(1)

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

 

(2)

Upon vesting, restricted share units are settled with shares of our common stock on a one-for-one basis. Accordingly, the restricted share units have been excluded for purposes of computing the weighted-average exercise price.

 

 

 
12

 

 

ITEM 6. SELECTED FINANCIAL DATA

(Dollars in millions, except per share amounts)

 

Earnings data for the years ended December 31,

 

2014

   

2013

   

2012

   

2011

   

2010

 

Operating revenues

  $ 6,165     $ 5,585     $ 5,055     $ 4,527     $ 3,793  

Operating income

    632       577       530       444       348  

Net earnings

    375       342       310       257       200  

Basic earnings per share

    3.20       2.92       2.64       2.16       1.60  

Diluted earnings per share

    3.16       2.87       2.59       2.11       1.56  

Cash dividends per share

    0.80       0.45       0.71       0.52       0.48  

Operating expenses as a percentage of operating revenues:

                                       

Rents and purchased transportation

    50.0

%

    50.2

%

    49.2

%

    46.9

%

    45.1

%

Salaries, wages and employee benefits   20.9     20.4     20.5       22.1       24.0  

Fuel and fuel taxes

    7.4       8.2       9.2       10.2       9.1  

Depreciation and amortization

    4.8       4.5       4.5       4.7       5.2  

Operating supplies and expenses

    3.5       3.6       3.5       3.6       4.0  

Insurance and claims

    1.3       1.0       1.1       1.0       1.3  

General and administrative expenses, net of asset dispositions

    0.8       0.8       0.6       0.7       1.0  

Operating taxes and licenses

    0.7       0.7       0.6       0.6       0.7  

Communication and utilities

    0.4       0.3       0.3       0.4       0.4  

Total operating expenses

    89.8       89.7       89.5       90.2       90.8  

Operating income

    10.2       10.3       10.5       9.8       9.2  

Net interest expense

    0.4       0.4       0.5       0.6       0.8  

Earnings before income taxes

    9.8       9.9       10.0       9.2       8.4  

Income taxes

    3.7       3.8       3.9       3.5       3.1  

Net earnings

    6.1

%

    6.1

%

    6.1

%

    5.7

%

    5.3

%

 

Balance sheet data as of December 31,

 

2014

   

2013

   

2012

   

2011

   

2010

 

Working capital ratio

    1.14       0.95       1.10       1.17       0.91  

Total assets (millions)

  $ 3,397     $ 2,819     $ 2,465     $ 2,267     $ 1,962  

Stockholders’ equity (millions)

  $ 1,205     $ 1,012     $ 792     $ 568     $ 573  

Current portion of long-term debt (millions)

  $ 250     $ 250     $ 100     $ 50     $ 200  

Total debt (millions)

  $ 934     $ 708     $ 685     $ 749     $ 654  

Total debt to equity

    0.78       0.70       0.87       1.32       1.14  

Total debt as a percentage of total capital

    44

%

    41

%

    46

%

    57

%

    53

%

 

 
13

 

 

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

 

The 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.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that impact the amounts reported in our Consolidated Financial Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with third 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 recognized in the accounting period in which the facts that give rise to the revision become known. We 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 include the following:

 

Workers’ Compensation and Accident Costs

 

We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs. We are substantially self-insured for loss of and damage to our owned and leased revenue equipment.

 

The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, and claim type. We have policies in place for 2015 with substantially the same terms as our 2014 policies for personal injury, property damage, workers’ compensation, and cargo loss or damage.

 

Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and 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 the insurance companies to continually update the estimated 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 and includes a contractual premium adjustment factor, if applicable. In doing so, the recorded liability considers future claims growth and, if applicable, conversion to fully insured status and provides a reserve for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2014, we had an accrual of approximately $88 million for estimated claims. In addition, we are required to pay certain advanced deposits and monthly premiums. At December 31, 2014, we had an aggregate prepaid insurance asset of approximately $68 million, which represented prefunded premiums and deposits.

 

Revenue Equipment

 

We operate a significant number of tractors, trucks, containers, chassis, and trailers in connection with our business. This equipment may be purchased or acquired under lease agreements. In addition, we may rent revenue equipment from various third parties under short-term rental arrangements. Purchased revenue equipment is depreciated on the straight-line method over the estimated useful life to an estimated salvage or trade-in value. 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 impairment to our assets at December 31, 2014.

 

We have agreements with our primary tractor suppliers for residual or trade-in values for certain new equipment. We have utilized these trade-in values, as well as other operational information such as anticipated annual miles, in accounting for depreciation expense. If our suppliers were unable to perform under the terms of our agreements for trade-in values, it could have a material adverse effect on our financial results.

 

 
14 

 

 

Revenue Recognition

 

We recognize revenue based on the relative transit time of the freight transported and as other services are provided. Accordingly, a portion of the total revenue that 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.

 

We record revenues on the gross basis at amounts charged to our customers because we are the primary obligor, we are a principal in the transaction, we invoice our customers and retain all credit risks, and we maintain discretion over pricing. Additionally, we are responsible for the selection of third-party transportation providers.

 

Our trade accounts receivable includes amounts due from customers that have been reduced by an allowance for uncollectible accounts and revenue adjustments. The allowance for uncollectible accounts and revenue adjustments is based on historical experience, as well as any known trends or uncertainties related to customer billing and account collectability. The adequacy of our allowance is reviewed quarterly.

 

Income Taxes

 

We account for income taxes under the liability method. Our deferred tax assets and liabilities represent items that will result in a tax deduction or taxable income in future years for which we have already recorded the related tax expense or benefit in our statement of earnings. Deferred tax accounts arise as a result of timing differences between when items are recognized in our Consolidated Financial Statements and when they are recognized in our tax returns. We assess the likelihood that deferred tax assets will be recovered from future taxable income or the reversal of temporary timing differences. To the extent we believe recovery does not meet the more-likely-than-not threshold, a valuation allowance is established. To the extent we establish a valuation allowance, we include an expense as part of our income tax provision.

 

Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on our provision for income taxes. As part of our calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are not more likely than not of being sustained upon audit, we accrue the largest amount of the benefit that is not more likely than not of being sustained in our Consolidated Financial Statements. Such accruals require us to make estimates and judgments, whereby actual results could vary materially from these estimates. Further, a number of years may elapse before a particular matter for which we have established an accrual is audited and resolved. See Note 7, Income Taxes, in our Consolidated Financial Statements for a discussion of our current tax contingencies.

 

 
15

 

 

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

Operating Revenues

   

Percentage Change

Between Years

 
   

2014

   

2013

   

2012

   

2014 vs. 2013

   

2013 vs. 2012

 

Operating revenues

    100.0

%

    100.0

%

    100.0

%

    10.4

%

    10.5

%

                                         

Operating expenses:

                                       

Rents and purchased transportation

    50.0       50.2       49.2       10.0       12.9  

Salaries, wages and employee benefits

 

20.9

   

20.4

   

20.5

      13.4       9.7  

Fuel and fuel taxes

    7.4       8.2       9.2       (0.4

)

    (2.1

)

Depreciation and amortization

    4.8       4.5       4.5       16.2       10.6  

Operating supplies and expenses

    3.5       3.6       3.5       7.8       13.5  

Insurance and claims

    1.3       1.0       1.1       47.0       2.5  

General and administrative expenses, net of asset dispositions

    0.8       0.8       0.6       11.3       67.0  

Operating taxes and licenses

    0.7       0.7       0.6       20.1       9.7  

Communication and utilities

    0.4       0.3       0.3       8.7       9.7  

Total operating expenses

    89.8       89.7       89.5       10.5       10.7  

Operating income

    10.2       10.3       10.5       9.5       8.8  

Net interest expense

    0.4       0.4       0.5       16.4       (9.5

)

Earnings before income taxes

    9.8       9.9       10.0       9.2       9.7  

Income taxes

    3.7       3.8       3.9       8.8       8.7  

Net earnings

    6.1

%

    6.1

%

    6.1

%

    9.5

%

    10.3

%

 

2014 Compared With 2013

 

Consolidated Operating Revenues

 

Our total consolidated operating revenues were $6.2 billion in 2014, a 10.4% increase over 2013, primarily due to increased load volume and rate increases. Fuel surcharge (FSC) revenues remained flat at $1.1 billion in 2014 when compared to 2013, due to decreases in the price of fuel during the second half of 2014. If FSC revenues were excluded from both years, our 2014 revenue increased 12.3% over 2013.

 

Consolidated Operating Expenses

 

Our 2014 consolidated operating expenses increased 10.5% from 2013, compared to the 10.4% increase in revenue year over year, resulting in a 2014 operating ratio of 89.8% compared to 89.7% in 2013. Rents and purchased transportation costs increased 10.0% in 2014, primarily due to the increase in load volume that increased services from third-party rail and truck carriers within our JBI, DCS and ICS segments. Salaries, wages and employee benefit costs increased 13.4% in 2014 from 2013. This increase was primarily related to increases in driver pay and office personnel compensation due to an increase in the number of employees and a tighter supply of qualified drivers. In addition, workers’ compensation claims expense increased due to increases in both incident volume and severity, as well as increased insurance premium costs.

 

Fuel and fuel taxes expense decreased 0.4% in 2014 compared with 2013, due to decreases in the price of fuel and improved fuel efficiency during 2014, partially offset by increased road miles. We have fuel surcharge programs in place with the majority of our customers. These programs typically involve a specified computation based on the change in national, regional or local fuel prices. While these programs may address fuel cost changes as frequently as weekly, most also reflect a specified miles-per-gallon factor and require a certain minimum change in fuel costs to trigger a change in fuel surcharge revenue. As a result, some of these programs have a time lag between when fuel costs change and when this change is reflected in revenues. Due to these programs, this lag negatively impacts operating income in times of rapidly increasing fuel costs and positively impacts operating income when fuel costs decrease rapidly.

 

 

 
16

 

 

It is not meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and other third parties. These payments are classified as purchased transportation expense.

 

Depreciation and amortization expense increased 16.2% in 2014, primarily due to additions to our JBI segment tractor, container and chassis fleets to support additional business demand, equipment purchased related to new DCS long-term customer contracts, and new replacement tractors and trailers in JBT. Operating supplies and expenses increased 7.8%, driven primarily by increased general maintenance costs resulting from growth in equipment fleets and increased toll activity. Insurance and claims expense increased 47.0% for 2014, primarily due to higher incident volume and increased accident severity. General and administrative expenses increased 11.3%, due primarily to an increase in driver advertising, higher building and facility rental expenses, and increased professional fees, partially offset by an increase in net gains from asset sales and disposals. Net gains from the disposal of assets were $6 million in 2014, compared with $5 million in 2013.

 

Net interest expense for 2014 increased by 16.4% compared with 2013, primarily due to increased average debt levels.

 

Our effective income tax rate was 38.01% in 2014 and 38.15% in 2013. The decrease in 2014 was primarily related to a decrease in the provision for uncertain tax positions taken in prior years.

 

Segments

 

We operated four business segments during calendar year 2014. The operation of each of these businesses is described in our Notes to Consolidated Financial Statements. The following tables summarize financial and operating data by segment: 

 

   

Operating Revenue by Segment

 
   

Years Ended December 31, (in millions)

 
   

2014

   

2013

   

2012

 

JBI

  $ 3,687     $ 3,456     $ 3,071  

DCS

    1,394       1,231       1,080  

ICS

    718       537       456  

JBT

    386       391       484  

Total segment revenues

    6,185       5,615       5,091  

Intersegment eliminations

    (20

)

    (30

)

    (36

)

Total

  $ 6,165     $ 5,585     $ 5,055  

 

   

Operating Income by Segment

 
   

Years Ended December 31, (in millions)

 
   

2014

   

2013

   

2012

 

JBI

  $ 461     $ 447     $ 375  

DCS

    117       110       116  

ICS

    30       16       16  

JBT

    24       4       23  

Total

  $ 632     $ 577     $ 530  

 

 

 
17

 

 

Operating Data by Segment

 

   

Years Ended December 31,

 
   

2014

   

2013

   

2012

 

JBI

                       

Loads

    1,700,374       1,593,511       1,415,663  

Average length of haul (miles)

    1,656       1,694       1,702  

Revenue per load

  $ 2,169     $ 2,169     $ 2,169  

Average tractors during the period(1)

    4,502       3,916       3,417  

Tractors (end of period)

                       

Company-owned

    3,916       3,448       3,124  

Independent contractor

    761       646       472  

Total tractors

    4,677       4,094       3,596  

Trailing equipment (end of period)

    73,298       65,979       58,962  

Average effective trailing equipment usage

    68,683       60,612       54,302  
                         

DCS

                       

Loads

    2,101,707       1,835,872       1,522,740  

Average length of haul (miles)

    177       190       201  

Revenue per truck per week(2)

  $ 4,098     $ 4,109     $ 4,164  

Average trucks during the period(3)

    6,641       5,865       5,057  

Trucks (end of period)

                       

Company-owned

    6,425       5,805       4,844  

Independent contractor

    7       10       15  

Customer-owned (Dedicated-operated)

    448       592       394  

Total trucks

    6,880       6,407       5,253  

Trailing equipment (end of period)

    20,516       19,062       13,448  

Average effective trailing equipment usage

    20,927       19,229       13,932  
                         

ICS

                       

Loads

    453,410       388,987       326,574  

Revenue per load

  $ 1,584     $ 1,380     $ 1,397  

Gross profit margin

    13.0

%

    11.8

%

    13.0

%

Employee count (end of period)

    582       503       453  

Approximate number of third-party carriers (end of period)

    39,100       34,600       32,300  
                         

JBT

                       

Loads

    370,555       386,875       449,366  

Average length of haul (miles)

    411       431       467  

Loaded miles (000)

    151,725       165,543       207,677  

Total miles (000)

    179,036       194,046       242,311  

Average nonpaid empty miles per load

    71.8       73.3       75.7  

Revenue per tractor per week(2)

  $ 4,068     $ 3,828     $ 3,891  

Average tractors during the period(1)

    1,868       2,007       2,435  

Tractors (end of period)

                       

Company-owned

    1,296       1,200       1,192  

Independent contractor

    590       657       901  

Total tractors

    1,886       1,857       2,093  

Trailing equipment (end of period)

    7,215       6,828       8,954  

Average effective trailing equipment usage

    5,891       6,877       7,985  

 

(1)

Includes company-owned and independent contractor tractors

(2) Using weighted workdays
(3) Includes company-owned, independent contractor, and customer-owned trucks

     

 

 
18

 

 

JBI Segment

 

JBI segment experienced an environment of challenging rail service and limited dray fleet capacity throughout 2014. JBI segment revenue increased 6.7% to $3.69 billion in 2014, from $3.46 billion in 2013, primarily due to a 6.7% increase in overall load volume, with both our eastern and transcontinental networks reporting increased volumes. Excluding fuel surcharge, revenues increased 8.0% in 2014 over the prior year. The combination of traffic mix, customer rate increases, and FSC revenue resulted in revenue per load remaining unchanged compared to a year ago. Average length of haul decreased 2.3% in 2014 when compared to 2013.

 

Operating income in our JBI segment increased to $461 million in 2014, from $447 million in 2013. This increase was primarily due to increased revenue, partially offset by slow train speeds and reductions in dray fleet capacity throughout 2014, which negatively impacted the network fluidity, resulting in a reduction in box turns and dray power utilization. In addition, JBI experienced higher driver procurement and retention expenses, increased rail and dray purchased transportation costs, higher insurance and claims costs, and increased equipment costs during 2014 when compared to 2013.

 

DCS Segment

 

DCS segment revenue increased 13.2% to $1.39 billion in 2014, from $1.23 billion in 2013. Revenue, excluding fuel surcharges, increased 14.1% in 2014 compared to 2013, primarily attributable to large existing accounts becoming fully implemented in the current year, new customer contracts, and rate increases established in the latter half of 2014. DCS ended 2014 with a net additional 473 revenue-producing trucks when compared to 2013. Productivity for 2014, defined as revenue per truck per week, was virtually flat when compared to 2013, due to the large number of customer accounts affected by severe winter weather conditions during the first quarter of 2014 and continued driver shortages throughout the current year.

 

Operating income increased to $117 million in 2014, compared with $110 million in 2013. The increase in operating income was primarily due to increased revenue, partially offset by higher driver recruiting and retention costs, increased insurance and workers’ compensation costs, higher purchased transportation costs, increased equipment and maintenance expenses, and fewer gains on the sale of equipment compared to 2013.

 

ICS Segment

 

ICS segment revenue grew 33.8% to $718 million in 2014, from $537 million in 2013. This increase in revenue was primarily due to a 16.6% increase in load volume and a 14.8% increase in revenue per load in 2014 when compared to 2013. Both transactional and contractual business experienced increased load volumes. Contractual business was approximately 63% of the total load volume but only 55% of the total revenue in the 2014, compared to 64% of the total load volume and 61% of the total revenue in 2013.

 

Operating income increased to $30 million in 2014, compared to $16 million in 2013. ICS gross profit margin increased to 13.0% for 2014 from 11.8% for 2013, primarily due to customer rate increases in contractual business and maintaining margin discipline in transactional business. ICS incurred increased personnel and branch network expansion costs during 2014 resulting from the continued expansion of the segment’s branch location network.

 

JBT Segment

 

JBT segment revenue decreased 1.4% to $386 million in 2014, from $391 million in 2013, primarily due to operating a reduced fleet size for the majority of 2014, partially offset by increased pricing. Excluding fuel surcharges, revenue for 2014 increased 0.9% compared to 2013.

 

JBT segment had operating income of $24 million in 2014 compared with $4 million in 2013. This increase in operating income was primarily due to increased rate per loaded mile, lower personnel costs, a smaller trailer fleet and gains on equipment sales, offset by increased driver hiring costs, increases in driver and independent contractor costs per mile, higher maintenance and equipment costs per unit, and increased insurance and safety costs.

 

 

 
19

 

 

2013 Compared With 2012

 

Consolidated Operating Revenues

 

Our total consolidated operating revenues were $5.6 billion in 2013, a 10.5% increase over 2012, primarily due to increased load volume. Fuel surcharge (FSC) revenues increased to $1.1 billion in 2013, compared with $997 million in 2012, due to overall increased load volumes. If FSC revenues were excluded from both years, our 2013 revenue increased 11.6% over 2012.

 

Consolidated Operating Expenses

 

Our 2013 consolidated operating expenses increased 10.7% from 2012, compared to the 10.5% increase in revenue year over year. This combination resulted in our 2013 operating ratio of 89.7% compared to 89.5% in 2012. Rents and purchased transportation costs increased 12.9% in 2013, primarily due to the increase in load volume that increased services from third-party rail and truck carriers. In addition, our JBI segment increased the use of outsourced dray carriers resulting from a challenging driver market, while our ICS segment incurred higher rates paid to third-party carriers in 2013, due to a tighter third-party carrier environment. The total cost of salaries, wages and employee benefits increased 9.7% in 2013 from 2012. This increase was primarily related to increases in driver and other labor pay due to increased business demand, a tighter supply of qualified drivers, and new long-term customer contracts, partially offset by lower overall office personnel compensation and a reduction in driver pay within our JBT segment due to fleet reduction.

 

Fuel and fuel taxes expense decreased 2.1% in 2013 compared with 2012, due to decreases in the price of fuel. Depreciation and amortization expense increased 10.6% in 2013, primarily due to additions to our JBI segment tractor, container, and chassis fleets to support additional business demand, as well as additional equipment purchased related to new DCS long-term customer contracts. These increases were partially offset by the reduction in the JBT tractor fleet. Operating supplies and expenses increased 13.5%, driven primarily by increased general maintenance costs resulting from growth in equipment fleets and a higher cost per unit, increased toll activity and implementation related costs incurred for new DCS long-term customers in 2013. Insurance and claims expense increased 2.5% for 2013, primarily due to an increase in incident volume, offset by a reduction in accident severity. The 67.0% increase in general and administrative expenses was primarily the result of a decrease in net gains from asset sales, higher building and facility rental expense related to new DCS long-term customer contracts, and increased bad debt expense due to two customer bankruptcies. Net gains from the disposal of assets were $5 million in 2013, compared with $17 million in 2012.

 

Net interest expense for 2013 decreased by 9.5% compared with 2012, due to both reduced average debt levels and lower interest rates.

 

Our effective income tax rate was 38.15% in 2013 and 38.50% in 2012. The decrease in 2013 was primarily related to the realization of a deferred tax benefit on the sale of property during the second quarter of 2013.

 

JBI Segment

 

JBI segment revenue increased 12.5% to $3.46 billion in 2013, from $3.07 billion in 2012, primarily due to a 12.6% increase in load volume. Excluding fuel surcharge, revenues increased 13.4% in 2013 over the prior year. Revenue per load was unchanged in 2013 when compared to 2012, and average length of haul remained virtually flat.

 

Operating income in our JBI segment increased to $447 million in 2013, from $375 million in 2012, primarily due to volume growth, improved container utilization and lower office personnel compensation costs, partially offset by increased outsourced drayage and rail purchased transportation costs and by higher driver procurement and retention expenses.

 

 

 
20

 

 

DCS Segment

 

DCS segment revenue increased 14.1% to $1.23 billion in 2013, from $1.08 billion in 2012. Revenue, excluding fuel surcharges, increased 16.2% in 2013 compared to 2012, primarily from new long-term contracts related to the conversion of customers’ private fleets. DCS ended 2013 with a net additional 1,154 revenue-producing trucks when compared to 2012.

 

Operating income decreased to $110 million in 2013, compared with $116 million in 2012. The decrease in operating income was primarily due to higher driver and other personnel pay, increased equipment and maintenance costs, increased purchased transportation expenses, lower gains on equipment sales, increased insurance and claims costs, and increased bad debt expense. In addition, DCS incurred significant implementation costs for new long-term customers during 2013. These implementation costs include, but are not limited to, driver and management hiring and relocation costs, personnel travel costs, equipment repositioning costs, technology design and integration, and telecommunication and operational system infrastructure.

 

ICS Segment

 

ICS segment revenue grew 17.6% to $537 million in 2013, from $456 million in 2012. This increase in revenue was primarily due to a 19.1% increase in load volume in 2013 when compared to 2012, partially offset by a slight reduction in revenue per load. Both transactional and contractual business experienced increased load volumes.

 

Operating income remained flat at $16 million in 2013 when compared to 2012. ICS gross profit margin declined to 11.8% for 2013 from 13.0% for 2012, due to higher purchased transportation costs resulting from a tightening third-party carrier environment. Cost increases for additional headcount and branch network expansion also offset increases in revenues.

 

JBT Segment

 

JBT segment revenue decreased 19.2% to $391 million in 2013, from $484 million in 2012, primarily due to lower equipment utilization, shorter length of haul, and an 11.3% reduction in tractors year-over-year, primarily from a reduction in independent contractor capacity. Excluding fuel surcharges, revenue for 2013 decreased 19.5% compared to 2012.

 

JBT segment had operating income of $4 million in 2013 compared with $23 million in 2012. This decrease in operating income was primarily due to lower revenue, increased driver and independent contractor pay, higher maintenance and equipment cost per unit, and fewer gains on equipment sales, partially offset by reductions in office personnel. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash provided by operating activities was $647 million in 2014 and $574 million in 2013. This increase in 2014 was primarily due to increased earnings and the timing of general working capital activities, offset by an increase in cash paid for income taxes during the current year. The increase in taxes paid in 2014 was due to the effect of timing differences caused by the expiration of federal tax bonus depreciation in December 2013. In December 2014, federal tax bonus depreciation was enacted for 2014, but this law change occurred after all estimated tax payments had been made for the current year.

 

Net cash used in investing activities totaled $660 million in 2014, compared with $443 million in 2013. The increase resulted primarily from an increase in equipment purchases in 2014, partially offset by an increase in proceeds from the sale of equipment during the same period.

 

 

 
21

 

 

Net cash provided by financing activities was $13 million in 2014, compared to net cash used of $132 million in 2013. This change resulted primarily from the proceeds from long-term debt issuances in 2014, partially offset by long-term debt repayments and an increase in dividends paid and treasury stock purchased.

 

Our dividend policy is subject to review and revision by the Board of Directors, and payments are dependent upon our financial condition, liquidity, earnings, capital requirements, and other factors the Board of Directors may deem relevant. We paid a $0.14 per share quarterly dividend in 2012, a $0.15 per share quarterly dividend in 2013, with the first quarter dividend being pulled forward and paid in fourth quarter 2012, and a $0.20 per share quarterly dividend in 2014. On January 29, 2015, we announced an increase in our quarterly cash dividend from $0.20 to $0.21 per share, which will be paid February 26, 2015, to stockholders of record on February 12, 2015. We currently intend to continue paying cash dividends on a quarterly basis. However, no assurance can be given that future dividends will be paid.

 

Liquidity

 

Our need for capital has typically resulted from the acquisition of containers, chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment. We are frequently able to accelerate or postpone a portion of equipment replacements depending on market conditions. We obtain capital through cash generated from operations, revolving lines of credit, and long-term debt issuances. We have also periodically utilized capital and operating leases for revenue equipment.

 

At December 31, 2014, we were authorized to borrow up to $500 million under a senior revolving line of credit, which is supported by a credit agreement with a group of banks and expires in August 2016. This senior credit facility allows us to request an increase in the total commitment by up to $250 million and to request a one-year extension of the maturity date. The applicable interest rate under this agreement is based on the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees. At December 31, 2014, we had $183 million outstanding at an average interest rate of 1.12% under this agreement.

 

Our senior notes consist of three separate issuances. The first issuance is $250 million of 3.375% senior notes, which mature in September 2015, with interest payments due semiannually in March and September of each year. The second and third issuances are $250 million of 2.40% senior notes due March 2019 and $250 million of 3.85% senior notes due March 2024, respectively, both of which were issued in March 2014. Interest payments under both notes are due semiannually in March and September of each year, beginning September 2014. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture. We currently have an interest rate swap agreement which effectively converts our $250 million of 2.40% fixed-rate senior notes due March 2019 to a variable rate. The applicable interest rate under this agreement is based on LIBOR plus an established margin, resulting in an interest rate of 1.09% at December 31, 2014.

 

Our financing arrangements require us to maintain certain covenants and financial ratios. We were in compliance with all covenants and financial ratios at December 31, 2014. For all debt facilities maturing in 2015, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing senior revolving line of credit or other sources of long-term financing.

 

We believe our liquid assets, cash generated from operations, and various financing arrangements will provide sufficient funds for our operating and capital requirements for the foreseeable future.

 

We are currently committed to spend approximately $555 million, net of proceeds from sales or trade-ins during 2015, which is primarily related to the acquisition of containers, chassis, and tractors.

 

Off-Balance Sheet Arrangements

 

Our only off-balance sheet arrangements are related to operating leases. As of December 31, 2014, we had approximately $27.0 million of obligations, primarily related to facility leases.

 

 

 
22

 

 

Contractual Obligations and Commitments

 

The following table summarizes our expected obligations and commitments (in millions) as of December 31, 2014:

 

   

Total

   

2015

      2016-2017       2018-2019    

2020 and

thereafter

 

Operating leases

  $ 27.0     $ 10.5     $ 13.6     $ 2.9     $ -  

Long-term debt obligations

    933.0       250.0       183.0       250.0       250.0  

Interest payments on debt (1)

    110.3       20.7       26.0       22.6       41.0  

Commitments to acquire revenue equipment and facilities

    554.9       554.9       -       -       -  

Total

  $ 1,625.2     $ 836.1     $ 222.6     $ 275.5     $ 291.0  

 

(1)  Interest payments on debt are based on the debt balance and applicable rate at December 31, 2014.

 

We had standby letters of credit outstanding of approximately $4.4 million at December 31, 2014, that expire at various dates in fiscal year 2015, which are related to certain operating agreements and our self-insured retention levels for casualty and workers’ compensation claims. We plan to renew these letters of credit in accordance with our third-party agreements. The table above excludes $35.1 million of liabilities related to uncertain tax positions, including interest and penalties, as we are unable to reasonably estimate the ultimate timing of settlement. See Note 7, Income Taxes, in the Notes to Consolidated Financial Statements for further discussion.

 

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest rate risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates on variable-rate debt outstanding. Our total long-term debt consists of both fixed and variable interest rate facilities. Our senior notes have fixed interest rates ranging from 2.40% to 3.85%. These fixed-rate facilities reduce the impact of changes to market interest rates on future interest expense. Our senior revolving line of credit has variable interest rates, which are based on the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon the specific type of borrowing, plus any applicable margins. We currently have an interest rate swap agreement which effectively converts our $250 million of 2.40% fixed-rate senior notes due March 2019 to a variable rate. The applicable interest rate under this agreement is based on LIBOR plus an established margin. Our earnings would be affected by changes in these short-term variable interest rates. At our current level of borrowing, a one-percentage-point increase in our applicable rate would reduce annual pretax earnings by $4.3 million.

 

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, 2014. 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 volatile fluctuations in fuel prices will continue in the future or the extent to which fuel surcharges could be collected to offset fuel-price increases. As of December 31, 2014, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations.

 

 

 
23

 

 

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 firm as specified by this Item are presented following Item 15 of this report and include:

 

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2014 and 2013

Consolidated Statements of Earnings for years ended December 31, 2014, 2013, and 2012

Consolidated Statements of Stockholders’ Equity for years ended December 31, 2014, 2013, and 2012

Consolidated Statements of Cash Flows for years ended December 31, 2014, 2013, and 2012

Notes to Consolidated Financial Statements

 

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

 

None.

 

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, conducted by our management and with the participation of our Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer believe 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, 2014. 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 (2013 Framework). Based on our assessment, we believe that as of December 31, 2014, our internal control over financial reporting is effective based on those criteria.

 

The effectiveness of internal control over financial reporting as of December 31, 2014, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. Ernst & Young LLP’s report on internal control over financial reporting is included herein.

 

 

 
24

 

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting during the fourth quarter ended December 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

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 23, 2015.

 

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 23, 2015.

 

Code of Ethics

 

We have adopted a code of ethics that applies to our principal executive officer, principal financial and accounting officer, 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 rules and regulations required by the Sarbanes-Oxley Act of 2002, NASDAQ, Public Company Accounting Oversight Board (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 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.

 

Audit Committee

 

The information required by Regulation S-K, Item 407(d) is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 23, 2015.

 

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 April 23, 2015.

 

 

 
25

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER 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 April 23, 2015.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required for Item 13 is hereby incorporated by reference from the Notice and Proxy Statement for Annual Meeting of Stockholders to be held April 23, 2015.

 

ITEM 14. PRINCIPAL ACCOUNTING 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 April 23, 2015.

 

PART IV

 

ITEM 15. EXHIBITS, 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

  Schedule II – Valuation and Qualifying Accounts (in millions)

 

Allowance for Doubtful

Accounts and Revenue

Adjustments for the

Years Ended:

 

Balance at

Beginning of Year

   

Charged to Expense/
Against Revenue

   

Write-Offs, Net of Recoveries

   

Balance at

End of Year

 
                                 
                                 

December 31, 2012

  $ 6.7     $ 11.4     $ (11.5 )   $ 6.6  

December 31, 2013

    6.6       14.0       (12.5 )     8.1  

December 31, 2014

    8.1       19.0       (17.6 )     9.5  

 

All other 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”).

 

 
26

 

 

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 24th day of February, 2015.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

 

(Registrant)

 

       
By:      /s/ John N. Roberts, III  

 

 

John N. Roberts, III

 

 

 

President and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the 24th day of February, 2015, on behalf of the registrant and in the capacities indicated. 

 

 

/s/ John N. Roberts, III

 

President and Chief Executive Officer, Member

 
 

     John N. Roberts, III

 

of the Board of Directors

 
      (Principal Executive Officer)

 

         
 

/s/ David G. Mee

 

Executive Vice President, Finance and

 
       David G. Mee

 

Administration, Chief Financial Officer and

 

      Corporate Secretary

 

      (Principal Financial Officer)

 

         
 

/s/ John Kuhlow

 

Senior Vice President Finance, Controller,

 
 

     John Kuhlow

 

Chief Accounting Officer  
         
 

/s/ Kirk Thompson

 

Chairman of the Board of Directors

 
 

     Kirk Thompson

     
         
 

/s/ James L. Robo

 

Member of the Board of Directors

 
 

     James L. Robo (Lead Director)

     
         
 

/s/ Douglas G. Duncan

 

Member of the Board of Directors

 
 

     Douglas G. Duncan

     
         
 

/s/ Francesca M. Edwardson

 

Member of the Board of Directors

 
 

     Francesca M. Edwardson

     
         
 

/s/ Wayne Garrison

 

Member of the Board of Directors

 
 

     Wayne Garrison

     
         
 

/s/ Sharilyn S. Gasaway

 

Member of the Board of Directors

 
 

     Sharilyn S. Gasaway

     
         
 

/s/ Gary C. George

 

Member of the Board of Directors

 
 

     Gary C. George

     
         
 

/s/ J. Bryan Hunt, Jr.

 

Member of the Board of Directors

 
 

     J. Bryan Hunt, Jr.

     
         
 

/s/ Coleman H. Peterson

 

Member of the Board of Directors  
 

     Coleman H. Peterson

     
         
 

/s/ John A. White

 

Member of the Board of Directors

 
 

     John A. White

     

 

 
27

 

 

EXHIBIT INDEX

 

Exhibit

   

Number

 

Description

     
3.1

 

Amended and Restated Articles of Incorporation of J.B. Hunt Transport Services, Inc. dated May 19, 1988 (incorporated by reference from Exhibit 3.1 of the Company’s quarterly report on Form 10-Q for the period ended March 31, 2005, filed April 29, 2005)

     
3.2

 

Restated Bylaws of J.B. Hunt Transport Services, Inc. dated February 27, 2008 (incorporated by reference from Exhibit 3(ii) of the Company’s quarterly report on Form 10-Q for the period ended March 31, 2008, filed April 30, 2008)

     
3.3

 

Amendment No. 1 to the Restated Bylaws of J.B Hunt Transport Services, Inc. dated February 4, 2010 (incorporated by reference from Exhibit 3.0 of the Company’s current report on Form 8-K, filed February 10, 2010)

     
10.1

 

Amended and Restated Employee Retirement Plan (incorporated by reference from Exhibit 99 of the Company’s registration statement on Form S-8, filed December 30, 1994)

     
10.2

 

Second Amended and Restated Management Incentive Plan (incorporated by reference from Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the period ended June 30, 2012, filed July 31, 2012)

     
10.3

 

Summary of Compensation Arrangements with Named Executive Officers

     

10.4

 

Credit Agreement (incorporated by reference from Exhibit 10.1 of the Company’s current report on Form 8-K, filed August 18, 2011)

     

10.5

 

Amendment No. 1 And Waiver To Credit Agreement (incorporated by reference from Exhibit 10.1 of the Company’s current report on Form 8-K, filed February 27, 2014)

     
10.6

 

Indenture (incorporated by reference from Exhibit 4.1 of the Company’s registration statement on Form S-3ASR, filed September 14, 2010)

     
10.7

 

First Supplemental Indenture (incorporated by reference from Exhibit 4.2 of the Company’s current report on Form 8-K, filed September 21, 2010)

     

10.8

 

Second Supplemental Indenture (incorporated by reference from Exhibit 4.2 of the Company’s current report on Form 8-K, filed March 6, 2014)
     

10.9

 

Third Supplemental Indenture (incorporated by reference from Exhibit 4.4 of the Company’s current report on Form 8-K, filed March 6, 2014)
     
21

 

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

     
23.1

 

Consent of Ernst & Young LLP

     

31.1

  Rule 13a-14(a)/15d-14(a) Certification
     
31.2

 

Rule 13a-14(a)/15d-14(a) Certification
     
32

 

Section 1350 Certification
     

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF 

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE 

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 
28

 

 

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

 

  PAGE
   

Management’s Report on Internal Control Over Financial Reporting

30

   

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

31
   

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

32
   

Consolidated Balance Sheets as of December 31, 2014 and 2013

33

   

Consolidated Statements of Earnings for years ended December 31, 2014, 2013 and 2012

34

   

Consolidated Statements of Stockholders’ Equity for years ended December 31, 2014, 2013 and 2012

35
   

Consolidated Statements of Cash Flows for years ended December 31, 2014, 2013 and 2012

36

   

Notes to Consolidated Financial Statements

37

   

  

 
29

 

 

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 that 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, conducted by our management and with the participation of our Chief Executive Officer and Chief Financial Officer, we believe 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, 2014. 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 (2013 Framework). Based on our assessment, we believe that as of December 31, 2014, our internal control over financial reporting is effective based on those criteria.

 

The effectiveness of internal control over financial reporting as of December 31, 2014, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. Ernst & Young LLP’s report on internal control over financial reporting is included herein.

 

 

 

 

 

 

 

 

/s/ John N. Roberts, III  

 

 

/s/ David G. Mee

 

John N. Roberts, III

 

 

David G. Mee

 

President and Chief Executive Officer

 

 

Executive Vice President, Finance and

 

(Principal Executive Officer)       Administration, Chief Financial Officer  
      (Principal Financial Officer)  

 

 

 
30

 

  

Report of Independent Registered Public Accounting Firm

 

 

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

 

We have audited the accompanying consolidated balance sheets of J.B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits 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 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of J.B. Hunt Transport Services, Inc. and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), J.B. Hunt Transport Services, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2015 expressed an unqualified opinion thereon.

 

 

 

/s/ Ernst & Young LLP

 

 

 

Rogers, Arkansas

February 24, 2015 

 

 

 
31

 

 

Report of Independent Registered Public Accounting Firm

 

 

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

 

We have audited J.B. Hunt Transport Services, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). J.B. Hunt Transport Services, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, 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, J.B. Hunt Transport Services, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, 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 sheets of J.B. Hunt Transport Services, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014 of J.B. Hunt Transport Services, Inc. and subsidiaries, and our report dated February 24, 2015 expressed an unqualified opinion thereon. 

 

/s/ Ernst & Young LLP

 

Rogers, Arkansas

February 24, 2015

 

 

 
32

 

 

J.B. HUNT TRANSPORT SERVICES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2014 and 2013

(in thousands, except share data)

 

 

  2014     2013   
Assets                

Current assets:

               

Cash and cash equivalents

  $ 5,961     $ 5,831  

Trade accounts receivable, net

    653,795       568,519  

Inventories

    27,740       26,248  

Prepaid licenses and permits

    22,886       21,602  

Prepaid insurance

    55,660       42,588  

Deferred income taxes

    18,631       -  

Other current assets

    95,457       15,415  

Total current assets

    880,130       680,203  

Property and equipment, at cost:

               

Revenue and service equipment

    3,336,529       2,904,289  

Land

    38,978       37,829  

Structures and improvements

    153,704       144,439  

Furniture and office equipment

    190,546       173,257  

Total property and equipment

    3,719,757       3,259,814  

Less accumulated depreciation

    1,237,225       1,147,610  

Net property and equipment

    2,482,532       2,112,204  

Other assets

    34,455       26,997  

Total assets

  $ 3,397,117     $ 2,819,404  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities:

               

Current portion of long-term debt

  $ 250,000     $ 250,000  

Trade accounts payable

    325,838       305,465  

Claims accruals

    96,719       68,221  

Accrued payroll

    80,547       72,063  

Other accrued expenses

    17,966       14,062  

Deferred income taxes

    -       2,485  

Total current liabilities

    771,070       712,296  

Long-term debt

    683,539       458,417  

Other long-term liabilities

    59,561       58,274  

Deferred income taxes

    678,424       577,965  

Total liabilities

    2,192,594       1,806,952  

Commitments and contingencies (Note 10)

               

Stockholders’ equity:

               

Preferred stock, $100 par value. 10 million shares authorized; none outstanding

    -       -  

Common stock, $.01 par value. 1 billion shares authorized; (167,099,432 shares issued at December 31, 2014 and 2013, of which 116,575,163 shares and 117,241,438 shares were outstanding at December 31, 2014 and 2013, respectively)

    1,671       1,671  

Additional paid-in capital

    247,641       226,595  

Retained earnings

    2,555,972       2,274,784  

Treasury stock, at cost (50,524,269 shares at December 31, 2014, and 49,857,994 shares at December 31, 2013)

    (1,600,761 )     (1,490,598 )

Total stockholders’ equity

    1,204,523       1,012,452  
                 

Total liabilities and stockholders' equity

  $ 3,397,117     $ 2,819,404  

 

See Notes to Consolidated Financial Statements.

 

 

 
33

 

 

J.B. HUNT TRANSPORT SERVICES, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

Years Ended December 31, 2014, 2013 and 2012

(in thousands, except per share amounts)

 

    2014     2013     2012  
                         

Operating revenues, excluding fuel surcharge revenues

  $ 5,082,827     $ 4,527,238     $ 4,058,165  

Fuel surcharge revenues

    1,082,614       1,057,333       996,815  

Total operating revenues

    6,165,441       5,584,571       5,054,980  

Operating expenses:

                       

Rents and purchased transportation

    3,085,276       2,805,568       2,485,635  

Salaries, wages and employee benefits

    1,290,404       1,138,213       1,037,526  

Fuel and fuel taxes

    453,919       455,926       465,874  

Depreciation and amortization

    294,496       253,380       229,166  

Operating supplies and expenses

    218,539       202,700       178,610  

Insurance and claims

    81,062       55,158       53,832  

General and administrative expenses, net of asset dispositions

    50,596       45,469       27,231  

Operating taxes and licenses

    38,796       32,307       29,461  

Communication and utilities

    20,811       19,142       17,445  

Total operating expenses

    5,533,899       5,007,863       4,524,780  

Operating income

    631,542       576,708       530,200  

Interest income

    87       69       1  

Interest expense

    27,028       23,209       25,560  

Earnings before income taxes

    604,601       553,568       504,641  

Income taxes

    229,809       211,186       194,287  

Net earnings

  $ 374,792     $ 342,382     $ 310,354  

Weighted average basic shares outstanding

    117,000       117,449       117,572  

Basic earnings per share

  $ 3.20     $ 2.92     $ 2.64  

Weighted average diluted shares outstanding

    118,445       119,404       120,022  

Diluted earnings per share

  $ 3.16     $ 2.87     $ 2.59  

Dividends declared per common share

  $ 0.80     $ 0.45     $ 0.71  

 

See Notes to Consolidated Financial Statements.

 

 

 
34

 

 

 J.B. HUNT TRANSPORT SERVICES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

Years Ended December 31, 2014, 2013 and 2012

(in thousands, except per share amounts)

 

   

Common

Stock

   

Additional

Paid-in

Capital

   

Retained

Earnings

   

Treasury

Stock

   

Stockholders’

Equity

 

Balances at December 31, 2011

  $ 1,671     $ 192,470     $ 1,758,290     $ (1,384,888 )   $ 567,543  

Comprehensive income:

                                       

Net earnings

    -       -       310,354       -       310,354  

Cash dividend declared and paid ($0.71 per share)

    -       -       (83,431 )     -       (83,431 )

Tax benefit of stock options exercised

    -       20,090       -       -       20,090  

Purchase of treasury shares

    -       -       -       (50,000 )     (50,000 )

Stock compensation

    -       29,715       -       -       29,715  

Stock option exercises and restricted share issuances, net of stock repurchased for payroll taxes

    -       (35,202 )     -       32,791       (2,411 )
                                         

Balances at December 31, 2012

  $ 1,671     $ 207,073     $ 1,985,213     $ (1,402,097 )   $ 791,860  

Comprehensive income:

                                       

Net earnings

    -       -       342,382       -       342,382  

Cash dividend declared and paid ($0.45 per share)

    -       -       (52,811 )     -       (52,811 )

Tax benefit of stock options exercised

    -       21,950               -       21,950  

Purchase of treasury shares

    -