10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-27754

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-4007085
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2001 Hub Group Way

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	HUBG	NASDAQ

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 26, 2024, the registrant had 61,741,180 outstanding shares of Class A common stock, par value $.01 per share, and 574,903 outstanding shares of Class B common stock, par value $.01 per share.

HUB GROUP, INC.

TABLE OF CONTENTS

	Page
PART I. Financial Information: Item1. Financial Statements
Condensed Consolidated Balance Sheets – March 31, 2024 (unaudited) and December 31, 2023	3
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income – Three Months Ended March 31, 2024 and 2023	4
Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2024 and 2023	5
Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2024 and 2023	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	17
PART II. Other Information	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	18

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HUB GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	March 31,			December 31,
	2024			2023
ASSETS	(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	195,362		$	187,270
Accounts receivable trade, net		588,957			600,197
Accounts receivable other		4,940			3,358
Prepaid taxes		10,078			17,331
Prepaid expenses and other current assets		28,621			41,089
TOTAL CURRENT ASSETS		827,958			849,245
Restricted investments		20,393			20,763
Property and equipment, net		777,209			791,692
Right-of-use assets - operating leases		209,171			210,742
Right-of-use assets - financing leases		2,152			2,522
Other intangibles, net		295,943			304,607
Goodwill		735,460			733,695
Other non-current assets		22,984			22,781
TOTAL ASSETS	$	2,891,270		$	2,936,047
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable trade	$	320,919		$	349,378
Accounts payable other		18,179			14,471
Accrued payroll		31,964			21,731
Accrued other		126,475			121,253
Lease liability - operating leases		45,775			44,690
Lease liability - financing leases		1,253			1,579
Current portion of long-term debt		104,035			105,108
TOTAL CURRENT LIABILITIES		648,600			658,210
Long-term debt		230,775			245,574
Other non-current liabilities		52,932			55,287
Lease liability - operating leases		175,481			177,699
Lease liability - financing leases		823			865
Deferred taxes		160,443			163,767
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2024 and 2023.	-			-
Common stock
Class A: $.01 par value; 97,337,700 shares authorized; 72,303,228 shares issued in 2024 and 75,524,189 shares issued in 2023; 61,847,444 shares outstanding in 2024 and 62,200,921 shares outstanding in 2023.		723			755
Class B: $.01 par value; 662,300 shares authorized; 574,903 shares issued and outstanding in 2024 and 2023.		6			6
Additional paid-in capital		208,964			209,830
Retained earnings		1,968,361			1,949,110
Accumulated other comprehensive loss		(137	)		(129	)
Treasury stock; at cost, 10,455,784 shares in 2024 and 13,323,268 shares in 2023.		(555,701	)		(524,927	)
TOTAL STOCKHOLDERS' EQUITY		1,622,216			1,634,645
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,891,270		$	2,936,047

See notes to unaudited condensed consolidated financial statements.

3

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2024			2023
Operating revenue	$	999,493		$	1,152,265
Operating expenses:
Purchased transportation and warehousing		740,172			866,931
Salaries and benefits		144,497			137,431
Depreciation and amortization		38,331			35,449
Insurance and claims		12,618			12,683
General and administrative		27,234			25,541
Gain on sale of assets, net		(498	)		(3,975	)
Total operating expenses		962,354			1,074,060
Operating income		37,139			78,205
Other income (expense):
Interest expense		(3,899	)		(2,970	)
Interest income		1,393			1,377
Other, net		(170	)		38
Total other expense, net		(2,676	)		(1,555	)
Income before provision for income taxes		34,463			76,650
Provision for income taxes		7,410			14,870
Net income		27,053			61,780
Other comprehensive income:
Foreign currency translation adjustments		(8	)		34
Total comprehensive income	$	27,045		$	61,814
Basic earnings per common share	$	0.44		$	0.95
Diluted earnings per common share	$	0.44		$	0.94
Basic weighted average number of shares outstanding		61,325			65,098
Diluted weighted average number of shares outstanding		61,666			65,676

See notes to unaudited condensed consolidated financial statements.

4

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

	Class A & B												Accumulated
	Common Stock						Additional						Other			Treasury
	Shares						Paid-in			Retained			Comprehensive			Stock
	Issued			Amount			Capital			Earnings			Income			Shares			Amount			Total
Balance December 31, 2022		76,099,092		$	761		$	192,365		$	1,781,582		$	(214	)		(9,656,044	)	$	(374,892	)	$	1,599,602
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(191,028	)		(7,606	)		(7,606	)
Issuance of restricted stock awards, net of forfeitures		-			-			(7,292	)		-			-			419,056			7,292			-
Share-based compensation expense		-			-			5,238			-			-			-			-			5,238
Net income		-			-			-			61,780			-			-			-			61,780
Foreign currency translation adjustment		-			-			-			-			34			-			-			34
Balance March 31, 2023		76,099,092		$	761		$	190,311		$	1,843,362		$	(180	)		(9,428,016	)	$	(375,206	)	$	1,659,048
Balance December 31, 2023		76,099,092		$	761		$	209,830		$	1,949,110		$	(129	)		(13,323,268	)	$	(524,927	)	$	1,634,645
Adjustment related to stock split		(3,220,961	)		(32	)		32			-			-			3,220,961			-			-
Stock tendered for payments of withholding taxes related to awards vested		-			-			-			-			-			(186,067	)		(8,486	)		(8,486	)
Purchase of treasury stock		-			-			-			-			-			(587,928	)		(25,756	)		(25,756	)
Federal excise tax on purchased treasury stock		-			-			-			-			-			-			(1,470	)		(1,470	)
Issuance of restricted stock awards, net of forfeitures		-			-			(4,938	)		-			-			420,518			4,938			-
Share-based compensation expense		-			-			4,040			-			-			-			-			4,040
Dividends paid		-			-			-			(7,626	)		-			-			-			(7,626	)
Dividends accrued		-			-			-			(176	)		-			-			-			(176	)
Net income		-			-			-			27,053			-			-			-			27,053
Foreign currency translation adjustment		-			-			-			-			(8	)		-			-			(8	)
Balance March 31, 2024		72,878,131		$	729		$	208,964		$	1,968,361		$	(137	)		(10,455,784	)	$	(555,701	)	$	1,622,216

See notes to unaudited condensed consolidated financial statements.

5

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended
	March 31,
	2024			2023
Cash flows from operating activities:
Net income	$	27,053		$	61,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and right-of-use assets		49,605			45,810
Deferred taxes		(3,025	)		4,901
Non-cash share-based compensation expense		4,040			5,238
Gain on sale of assets, net		(498	)		(3,975	)
Changes in operating assets and liabilities, net of acquisition:
Restricted investments		370			(1,122	)
Accounts receivable, net		9,652			18,951
Prepaid taxes		7,253			7,605
Prepaid expenses and other current assets		12,468			13,617
Other non-current assets		(880	)		(653	)
Accounts payable		(24,755	)		(17,705	)
Accrued expenses		11,462			(40,065	)
Non-current liabilities		(12,229	)		(5,007	)
Net cash provided by operating activities		80,516			89,375
Cash flows from investing activities:
Proceeds from sale of equipment		3,442			10,172
Purchases of property and equipment		(17,524	)		(26,845	)
Acquisitions, net of cash acquired		-			108
Net cash used in investing activities		(14,082	)		(16,565	)
Cash flows from financing activities:
Repayments of long-term debt		(27,422	)		(29,237	)
Purchase of treasury stock		(25,756	)		-
Stock withheld for payments of withholding taxes		(8,486	)		(7,606	)
Dividends paid		(7,626	)		-
Finance lease payments		(606	)		(888	)
Proceeds from issuance of debt		11,550			20,831
Net cash used in financing activities		(58,346	)		(16,900	)
Effect of exchange rate changes on cash and cash equivalents		4			18
Net increase in cash and cash equivalents		8,092			55,928
Cash and cash equivalents beginning of the period		187,270			286,642
Cash and cash equivalents end of the period	$	195,362		$	342,570
Supplemental disclosures of cash flow:
Interest paid	$	3,983		$	3,320
Income taxes (received) paid	$	(1,442	)	$	1,290

See notes to unaudited condensed consolidated financial statements.

6

HUB GROUP, INC.

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Interim Financial Statements

Our accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the “Company,” “Hub,” “we,” “us” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.

The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position as of March 31, 2024 and results of operations for the three months ended March 31, 2024 and 2023.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the condensed consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”). Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.

On January 4, 2024, the Company announced a two-for-one stock split of the Company’s Class A and Class B common stock. The stock split was implemented in the form of a distribution of one additional Class A share for each share outstanding. The record date for the stock split was as of the close of business on January 16, 2024. The Company distribution date of the additional shares was January 26, 2024. As a result of the stock split, the number of authorized shares remained unchanged. Additionally, the par value per share of the common stock remains unchanged. All other share amounts in our condensed consolidated balance sheets, condensed consolidated statements of income and comprehensive income, condensed consolidated statements of stockholders' equity and related footnote disclosures have been adjusted and presented as though the stock split had occurred as of the earliest period presented.

On February 22, 2024, the Board declared a quarterly cash dividend of $0.125 per share on the Company’s Class A and Class B common stock. The dividend was paid on March 27, 2024 to stockholders of record as of March 8, 2024. The declaration and payment of the quarterly cash dividend was subject to the approval of the Board at its sole discretion and in compliance with applicable laws and regulations.

In October 2023, the Board authorized the purchase of up to $250 million of our Class A Common Stock pursuant to a share repurchase program. During the three months ended March 31, 2024, we purchased 587,928 shares for approximately $26 million.

Due to presentation changes made in our condensed consolidated statement of shareholders' equity, certain prior year amounts have been reclassified to conform with the current year presentation.

NOTE 2. Earnings Per Share

The following is a reconciliation of our earnings per share (in thousands, except for per share data):

	Three Months Ended, March 31,
	2024		2023
Net income for basic and diluted earnings per share	$	27,053	$	61,780
Weighted average shares outstanding - basic		61,325		65,098
Dilutive effect of restricted stock		341		578
Weighted average shares outstanding - diluted		61,666		65,676
Earnings per share - basic	$	0.44	$	0.95
Earnings per share - diluted	$	0.44	$	0.94

7

NOTE 3. Acquisitions

Forward Air Final Mile Acquisition

On December 20, 2023, we acquired 100% of the equity interest of Forward Air Final Mile (“FAFM”). FAFM provides residential last mile delivery services and installation of big and bulky goods, with a focus on appliances, throughout the United States. Total consideration for the transaction was $261 million paid from cash on hand. The financial results of FAFM, since the date of acquisition, are included in our Logistics segment.

The FAFM acquisition expanded our final mile services to include the delivery and installation of appliances. FAFM provides residential last mile delivery services through a non-asset business model, working with a network of over 350 carriers throughout the country.

The initial accounting for the acquisition of FAFM is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of preparing and reviewing the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the condensed consolidated financial statements related to the FAFM acquisition are preliminary and the measurement period remains open.

The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

	December 20, 2023
Accounts receivable trade	$	28,574
Prepaid expenses and other current assets		2,305
Property and equipment		2,793
Right-of-use assets - operating leases		15,003
Other intangibles		134,456
Goodwill		105,687
Other assets		173
Total assets acquired	$	288,991
Accounts payable trade	$	155
Accounts payable other		2,177
Accrued payroll		1,271
Accrued other		9,449
Lease liability - operating leases short-term		6,145
Other long-term liabilities		19
Lease liability - operating leases long-term		8,857
Total liabilities assumed	$	28,073
Total consideration	$	260,918
Cash paid	$	260,918

The FAFM acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of December 20, 2023 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the FAFM acquisition was primarily attributable to potential expansion and future development of the acquired business.

Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years.

The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated based on prior final mile acquisitions as follows (in thousands):

8

							Estimated
			Accumulated		Balance at		Useful
	Amount		Amortization		March 31, 2024		Life
Customer relationships	$	127,733	$	2,484	$	125,249	15 years
Developed technology	$	6,723	$	490	$	6,233	4 years

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three months ended March 31, 2024 was $2.5 million. The intangible assets have a remaining weighted average useful life of approximately 14.15 years.

Amortization expense related to FAFM for the next five years is as follows (in thousands):

	Total
2024 (Remainder of year)	$	7,647
2025		10,196
2026		10,196
2027		10,126
2028		8,516

FAFM's actual results are included in our condensed consolidated financial statements since the acquisition date of December 20, 2023. The following unaudited pro forma condensed consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2023 (in thousands, except for per share amounts):

	Three Months Ended
	March 31, 2023
Revenue	$	1,221,622
Net income	$	61,814
Earnings per share
Basic	$	0.95
Diluted	$	0.94

The unaudited pro forma condensed consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and FAFM. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated results are not necessarily indicative of what our condensed consolidated results of operations actually would have been had we completed the FAFM acquisition as of January 1, 2023.

NOTE 4. Segment Reporting

We have two reportable segments: Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. Our ITS segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics segment includes our non-asset business lines: managed transportation, truck brokerage, final mile, consolidation, warehousing and fulfillment.

Intermodal and Transportation Solutions. Our Intermodal and Transportation Solutions segment offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking. This segment includes our trucking operations which provides our customers with local pickup and delivery (referred to as “drayage”) as well as high service local and regional trucking transportation using equipment dedicated to their needs. We arrange for the movement of our customers’ freight in one of our approximately 50,000 containers. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Drayage between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations. As of March 31, 2024, our trucking transportation operation consisted of approximately 2,300 tractors, 2,900 employee drivers and 4,300 trailers. We also contract for services with approximately 400 independent owner-operators.

9

Logistics. Our Logistics segment offers a wide range of services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery. These services include a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed, all of which is provided by third party carriers with whom we contract. We also leverage proprietary technology along with collaborative relationships with third party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our ITS segment.

The following tables summarize our financial and operating data by segment (in thousands):

	Three Months Ended
Operating Revenue	March 31,
	2024			2023
Intermodal and Transportation Solutions	$	552,033		$	709,249
Logistics		480,224			469,141
Inter-segment eliminations		(32,764	)		(26,125	)
Total operating revenue	$	999,493		$	1,152,265

	Three Months Ended
Operating Income	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	13,031	$	49,379
Logistics		24,108		28,826
Total operating income	$	37,139	$	78,205

	Three Months Ended
Depreciation and Amortization	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	27,049	$	27,142
Logistics		11,282		8,307
Total depreciation and amortization	$	38,331	$	35,449

Separate balance sheets are not presented by segment to our Chief Operating Decision Maker (“CODM”). Our CODM uses consolidated asset information to make capital decisions.

NOTE 5. Fair Value Measurement

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of March 31, 2024 and December 31, 2023. As of March 31, 2024, the fair value of the Company’s fixed-rate borrowings was $3.1 million less than the historical carrying value of $334.8 million. As of December 31, 2023, the fair value of the Company's fixed-rate borrowings was $1.4 million less than the historical carrying value of $350.7 million. The fair value of the fixed-rate borrowings was estimated using an income approach based on current interest rates available to the Company for borrowings on similar terms and maturities.

We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less. As of March 31, 2024 and December 31, 2023, our cash and temporary investments were with high quality financial institutions in demand deposit accounts, savings accounts, checking accounts, certificates of deposits and money market accounts.

Restricted investments included $20.4 million and $20.8 million as of March 31, 2024 and December 31, 2023, respectively, of mutual funds and other security investments which are reported at fair value. These investments relate to our non-qualified deferred compensation plan and insurance deposits.

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2), or unobservable inputs (Level 3). Cash and cash equivalents, accounts receivable, accounts payable and mutual funds and related liabilities are defined as “Level 1,” while long-term debt is defined as “Level 2” of the fair value hierarchy in the Fair Value Measurements and Disclosures Topic of the Codification.

10

NOTE 6. Long-Term Debt and Financing Arrangements

In February 2022, we entered into a five-year, $350 million unsecured credit agreement (the "Credit Agreement"). Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) the secured overnight financing rate (published by the Federal Reserve Bank of New York, “SOFR”), plus a specified margin based on the term of such borrowing, plus a specified margin based upon Hub’s total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% and one-month SOFR) plus a specified margin based upon the Total Net Leverage Ratio. The specified margin for SOFR loans varies from 100.0 to 175.0 basis points per annum. The specified margin for base rate loans varies from 0.0 to 75.0 basis points per annum. Hub must also pay (1) a commitment fee ranging from 10.0 to 25.0 basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0 to 175.0 basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit.

We have standby letters of credit that expire in 2024. As of March 31, 2024 and December 31, 2023, our letters of credit were $0.8 and $ 0.9 million, respectively.

As March 31, 2024 and December 31, 2023, we had no borrowings under our Credit Agreement and our unused and available borrowings were $349.2 million and $349.1 million, respectively. We were in compliance with the financial covenants in our debt agreement as of March 31, 2024 and December 31, 2023.

We have entered into various Equipment Notes (“Notes”) for the purchase of tractors, trailers, containers and refrigeration units. The Notes are secured by the underlying equipment financed in the agreements.

Our outstanding Notes are as follows (in thousands):

	March 31,			December 31,
	2024			2023
Interim funding for equipment received and expected to be converted to an equipment note in a subsequent period; interest paid at a variable rate	$	707		$	3,265
Secured Equipment Notes due on various dates in 2029 commencing on various dates in 2024; interest is paid monthly at a fixed annual rate between 5.73% and 6.14%		14,106			-
Secured Equipment Notes due on various dates in 2028 commencing on various dates in 2023; interest is paid monthly at a fixed annual rate between 5.21% and 6.32%		100,180			105,744
Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022 and 2023; interest is paid monthly at a fixed annual rate between 2.07% and 6.45%		137,746			147,192
Secured Equipment Notes due on various dates in 2026 commencing on various dates in 2021; interest is paid monthly at a fixed annual rate between 1.48% and 2.41%		52,804			55,797
Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020; interest is paid monthly at a fixed annual rate between 1.51% and 1.80%		24,827			30,930
Secured Equipment Notes due on various dates in 2024 commencing on various dates in 2017, 2019 and 2020; interest is paid monthly at a fixed annual rate between 2.58% and 3.40%		4,440			7,754
Total debt		334,810			350,682
Less current portion of long-term debt		(104,035	)		(105,108	)
Total long-term debt	$	230,775		$	245,574

NOTE 7. Legal Matters

The Company is involved in certain claims and pending litigation arising from the normal conduct of business, including putative class-action lawsuits involving employment related claims. Based on management's present knowledge, management does not believe that any potential unrecorded loss contingencies arising from these pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals for settlements or losses determined to be probable and estimable. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

Statements in this section and other parts of this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements, provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that might cause the actual performance of the Company to differ materially from those expressed or implied by this discussion and, therefore, should be viewed with caution. Further information on the risks that may affect the Company’s business is included in filings it makes with the SEC from time to time, including those discussed under the “Risk Factors” section in the 2023 10-K and subsequent filings. The Company assumes no obligation to update any such forward-looking statements.

EXECUTIVE SUMMARY

We are a leading supply chain solutions provider in North America that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers. Our service offerings include a full range of freight transportation and logistics services, some of which are provided by assets we own and operate, and some of which are provided by third parties with whom we contract. Our services include intermodal, truckload, less-than-truckload, flatbed, temperature-controlled, dedicated and regional trucking. Other services include full outsource logistics solutions, transportation management services, freight consolidation, warehousing and fulfillment, final mile delivery, parcel and international services.

We service a large and diversified customer base in a broad range of industries, including retail, consumer products and durable goods. We believe our strategy to offer multi-modal supply chain management solutions serves to strengthen and deepen our relationships with our customers and allows us to provide a more cost effective and higher service solution.

Intermodal and Transportation Solutions. Our Intermodal and Transportation Solutions segment offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking. This segment includes our trucking operations which provides our customers with local pickup and delivery as well as high service local and regional trucking transportation using equipment dedicated to their needs. In the first quarter of 2024, approximately 77% of our drayage services was provided by our own fleet. We arrange for the movement of our customers’ freight in one of our approximately 50,000 containers. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Drayage between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations. As of March 31, 2024, our trucking transportation operation consisted of approximately 2,300 tractors, 2,900 employee drivers and 4,300 trailers. We also contract for services with approximately 400 independent owner-operators. These assets and contractual services are used to support drayage for our intermodal service offering and to serve our customers who require high service local and regional trucking transportation using equipment dedicated to their needs. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations.

Logistics. Our Logistics segment offers a wide range of non-asset-based services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery. Logistics includes our brokerage business which consists of a full range of trucking transportation services, including dry van, expedited, less-than-truckload (“LTL”), refrigerated and flatbed, all of which is provided by third-party carriers with whom we contract. We leverage proprietary technology along with collaborative relationships with third-party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our ITS segment. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. Our final mile delivery offering provides residential final mile delivery and installation of appliances and big and bulky goods. Final mile operates through a network of independent service providers in company, customer and third-party facilities throughout the continental United States. Our business operates or has access to approximately 11 million square feet of warehousing and cross-dock space across North America, to which our customers ship their goods to be stored and distributed to destinations including residences, retail stores and other commercial locations. These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements.

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On December 20, 2023, we acquired 100% of the equity interests of Forward Air Final Mile (“FAFM”). Total consideration for the transaction was approximately $261 million in cash.

We are focused on several margin enhancement projects including network optimization, matching of inbound and outbound loads, reducing empty miles, improving our recovery of accessorial costs, increasing our driver and asset utilization, reducing repositioning costs, providing holistic solutions and improving low profit freight. Hub’s top 50 customers represent approximately 71% of revenue for the three months ended March 31, 2024, while one customer accounted for more than 10% of our quarterly revenue in both segments in both 2024 and 2023. We use various performance indicators to manage our business. We closely monitor operating cash flow, profit levels for our top customers, daily sales outstanding by customer account and vendor cost changes. On-time performance, customer service, cost per load and vendor service levels are also monitored closely.

The following table includes the one customer that represented 10% or more of our quarterly revenue by segment for the three months ending March 31, 2024 and 2023, respectively:

	Three Months Ended
Customer A	March 31,
	2024	2023
ITS	19%	17%
Logistics	15%	10%
Total operating revenue	18%	14%

Uncertainties and risks to our outlook include inflation, increased healthcare costs, a slowdown in consumer spending (driven by, among other factors, inflation, increases in interest rates, an economic recession and geopolitical concerns), a shift by consumers to spending on services at the expense of goods, an increase of retailers’ inventory levels, the ability of customers to pay our accounts receivable, a significant increase in transportation supply in the marketplace, aggressive pricing actions by our competitors and any inability to pass cost increases, such as transportation and warehouse costs, through to our customers, all of which could have a materially negative impact on our revenue, profitability and cash flow in 2024. Exiting of truckload capacity, retail inventory levels declining leading to restocking demand, a return of typical shipping peak season demands and a stronger used tractor market could have a materially positive impact on our revenue, profitability and cash flows in 2024.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

The following table summarizes our operating revenue by segment (in thousands):

	Three Months Ended
Operating Revenue	March 31,
	2024			2023
Intermodal and Transportation Solutions	$	552,033		$	709,249
Logistics		480,224			469,141
Inter-segment eliminations		(32,764	)		(26,125	)
Total operating revenue	$	999,493		$	1,152,265

	Three Months Ended
Operating Income	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	13,031	$	49,379
Logistics		24,108		28,826
Total operating income	$	37,139	$	78,205

Operating Revenue and Operating Income

Total consolidated operating revenue decreased 13% to $999 million in 2024 from $1,152 million in 2023.

Intermodal and Transportation Solutions (“ITS”) revenue decreased 22% to $552 million primarily due to a 16% decrease in intermodal revenue per load (primarily due to lower fuel revenue, lower accessorial revenue, price declines and mix), a 10% decline in intermodal volume due to lower transportation demand, partially offset by a 1% increase in dedicated revenue resulting from growth of existing customers. ITS operating income decreased to $13 million, 2.4% of revenue, as compared to $49 million, 7.0% of revenue, in

13

the prior year due lower customer rates, lower accessorial revenue, and lower volume. These headwinds were partially offset by lower drayage costs, lower equipment costs and lower accessorial costs.

Logistics revenue increased 2% to $480 million primarily due to the recent acquisition in final mile, partially offset by lower revenue in our brokerage service line and consolidation and fulfillment service lines. Brokerage revenue per load declined 17% due to lower pricing, fuel and customer mix partially offset by 1% growth in volume. Logistics operating income decreased to $24 million, 5.0% of revenue, as compared to $29 million, 6.1% of revenue, due to lower brokerage margins partially offset by our recent acquisition in final mile.

The following is a summary of operating results and certain items in the condensed consolidated statements of income as a percentage of revenue:

	Three Months Ended
	March 31,
	2024				2023
Operating revenue	$	999,493		100.0%	$	1,152,265		100.0%
Operating expenses:
Purchased transportation and warehousing		740,172		74.1%		866,931		75.2%
Salaries and benefits		144,497		14.4%		137,431		11.9%
Depreciation and amortization		38,331		3.8%		35,449		3.1%
Insurance and claims		12,618		1.3%		12,683		1.1%
General and administrative		27,234		2.7%		25,541		2.2%
Gain on sale of assets, net		(498	)	0.0%		(3,975	)	0.3%
Total operating expenses		962,354		96.3%		1,074,060		93.2%
Operating income		37,139		3.7%		78,205		6.8%
Other income (expense):
Interest expense		(3,899	)	-0.4%		(2,970	)	-0.2%
Interest income		1,393		0.1%		1,377		0.1%
Other, net		(170	)	0.0%		38		0.0%
Total other expense, net		(2,676	)	-0.3%		(1,555	)	-0.1%
Income before provision for income taxes		34,463		3.4%		76,650		6.7%
Provision for income taxes		7,410		0.7%		14,870		1.3%
Net income	$	27,053		2.7%	$	61,780		5.4%

CONSOLIDATED OPERATING EXPENSES, OTHER EXPENSES AND INCOME TAXES

Purchased Transportation and Warehousing

Purchased transportation and warehousing costs decreased 15% to $740 million in 2024 from $867 million in 2023. As a percentage of revenue, purchased transportation and warehousing costs decreased to 74.1% in 2024 from 75.2% in 2023.

Purchased transportation costs declined as compared to the prior year due to lower volumes and reductions in rail costs, equipment costs, repositioning costs and third-party carrier costs.

Salaries and Benefits

Salaries and benefits increased to $144 million in 2024 from $137 million in 2023. As a percentage of revenue, salaries and benefits increased to 14.4% in 2024 from 11.9% in 2023.

The salaries and benefits increase of $7 million was primarily due to FAFM, which was acquired in December 2023, a $5 million increase in incentive compensation expense and a $2 million increase in payroll tax expense. These increases were partially offset by decreases in driver related expenses of $5 million related to lower driver headcount, lower office employee compensation of $4 million due to lower headcount, excluding FAFM, as well as a decrease in restricted stock expense of $1 million.

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Headcount, which includes drivers, warehouse personnel and office employees, was 5,897, which includes 548 employees of FAFM, as of March 31, 2024 and 6,065 as of March 31, 2023, respectively. The decrease in headcount related primarily to drivers, partially offset by increases in office and warehouse employees due to the FAFM acquisition.

Depreciation and Amortization

Depreciation and amortization expense increased to $38 million in 2024 from $35 million in 2023. This increase was related primarily to increased technology, container and warehouse depreciation expense as well as the amortization of intangibles related to the acquisition of FAFM, which was acquired in December 2023. This expense, as a percentage of revenue, increased to 3.8% in 2024 from 3.1% in 2023. Depreciation expense includes transportation equipment, technology investments, leasehold improvements, warehouse equipment, office equipment and building improvements.

Insurance and Claims

Insurance and claims expense remained consistent at $13 million in both 2024 and 2023. These expenses, as a percentage of revenue, increased to 1.3% in 2024 from 1.1% in 2023.

General and Administrative

General and administrative expenses increased to $27 million in 2024 from $26 million in 2023. These expenses, as a percentage of revenue, increased to 2.7% in 2024 from 2.2% in 2023.

The increase in general and administrative expenses was primarily due to FAFM, which was acquired in December 2023, partially offset a decrease in recruiting expense.

Gain on Sale of Assets, Net

Net gains on the sale of equipment decreased to $0.5 million in 2024 from $4 million in 2023. This decrease resulted from both less units sold and a lower average gain per unit sold in 2024 as compared to 2023.

Other Income (Expense), Net

Other Expense increased to $3 million in 2024 from $2 million in 2023. Interest expense increased to $4 million in 2024 from $3 million in 2023 due primarily to higher interest rates on our debt and higher average debt balances. Interest income remained consistent at $1 million in both 2024 and 2023.

Provision for Income Taxes

The provision for income taxes decreased to $7 million in 2024 from $15 million in 2023. We provided for income taxes using an effective rate of 21.5% in 2024 and an effective rate of 19.4% in 2023. The first quarter 2024 effective tax rate of 21.5% exceeded the rate from 2023 as we received a one-time benefit from amending state tax returns in 2023.

LIQUIDITY AND CAPITAL RESOURCES

Our financing and liquidity strategy is to fund operating cash payments and dividends through cash received from the provision of services, cash on hand, and to a lesser extent, from cash received from the sale of equipment. As of March 31, 2024, we had $195 million of cash and $20 million of restricted investments. We generally fund our purchases of transportation equipment through the issuance of secured, fixed rate Equipment Notes. In prior years, we have funded our business acquisitions from cash on hand. Payments for our other investing activities, such as the construction of our office buildings and our capitalized technology investments, have been funded by cash on hand or cash flows from operations. Cash used in financing activities, including the purchase of treasury stock, has been funded by cash from operations or cash on hand. We have not historically used our Credit Facility to fund our operating, investing, or financing cash needs, though it is available to fund future cash requirements as needed. Based on past performance and current expectations, we believe cash on hand and cash received from the provision of services, along with our Credit Facility and other potential financing sources, will provide us the necessary capital to fund transactions and achieve our planned growth for the next twelve months and the foreseeable future.

Cash provided by operating activities for the three months ended March 31, 2024 was $81 million, which resulted primarily from net income of $27 million, non-cash charges of $51 million plus changes in operating assets and liabilities of $3 million.

Cash provided by operating activities totaled $81 million in 2024 compared to $89 million in 2023. The $8 million decrease in cash flow was primarily due to decreases in net income of $35 million and non-cash charges of $1 million, partially offset by an increase in the change of assets and liabilities of $28 million.

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Net cash used in investing activities for the three months ended March 31, 2024 was $14 million which resulted from capital expenditures of $18 million, partially offset by proceeds from the sale of equipment of $4 million. Capital expenditures of $18 million related primarily to tractors of $11 million, technology investments of $4 million, containers of $2 million, warehouse equipment of $1 million and the remainder for leasehold improvements.

Capital expenditures decreased by approximately $9 million in 2024 as compared to 2023. The 2024 decrease was due primarily to less spend on tractors of $4 million, containers of $3 million and warehouse equipment of $2 million.

In 2024, we estimate capital expenditures will range from $45 million to $65 million. Expected purchases include replacement tractors, technology projects and warehouse equipment. We plan to fund these expenditures with a combination of cash and debt.

Net cash used in financing activities for the three months ended March 31, 2024 was $58 million which includes repayments of long-term debt of $27 million, purchase of treasury stock of $26 million, cash for stock tendered for payments of withholding taxes of $8 million, dividends paid of $8 million and finance lease payments of $1 million, partially offset by the proceeds from the issuance of debt of $12 million. Debt incurred in 2024 was used to fund the purchase of transportation equipment.

The $41 million increase in cash used in financing activities for 2024 versus 2023 was primarily due to an increase in the purchase of treasury stock of $26 million, less proceeds from the issuance of debt of $9 million and an increase in dividends paid of $8 million, partially offset by a decrease in repayments of long-term debt of $2 million.

As a result of anticipated unfavorable timing differences, primarily related to depreciation and compensation, we expect our cash paid for income taxes in 2024 to exceed our income tax expense.

See Note 6 of the condensed consolidated financial statements for details related to interest rates and commitment fees.

We have standby letters of credit that expire in 2024. As of both March 31, 2024 and December 31, 2023, our letters of credit were $1 million.

At March 31, 2024, and December 31, 2023, we had no borrowings under our Credit Agreement and our unused and available borrowings were $349 million. We were in compliance with the financial covenants in our debt agreement as of March 31, 2024 and December 31, 2023.

We are continually evaluating the possible effects of current economic conditions and reasonable and supportable economic forecasts in operational cash flows, including the risks of declines in the overall freight market and our customers’ liquidity and ability to pay. We are monitoring working capital on a daily basis and are in frequent communications with our customers.

We do not have any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to the company's 2023 Annual Report on Form 10-K for a complete discussion regarding our critical accounting policies and estimates. As of March 31, 2024, there were no material changes to our critical accounting policies and estimates.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk as of March 31, 2024 from that presented in our 2023 10-K.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. As of March 31, 2024, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

(b) Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On December 20, 2023, we completed the acquisition of Forward Air Final Mile (“FAFM”). We are currently integrating processes, employees, technologies and operations. Management will continue to evaluate our internal controls over financial reporting as we complete our integration.

PART II. Other Information

Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 7 “Legal Matters” to the Condensed Consolidated Financial Statements included in Item 1. “Financial Statements.”

Item 1A. Risk Factors

Investing in shares of our stock involves certain risks, including those identified and described in Part I, Item 1A of our 2023 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business and stock price can be materially and adversely affected. There have been no material changes to the Company’s risk factors since the 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In October 2023, the Board authorized the purchase of up to $250 million of our Class A Common Stock pursuant to a share repurchase program (the “2023 Program”). Under the 2023 Program, the shares may be repurchased in the open market or in privately negotiated transactions, from time to time subject to market and other conditions. The approved share repurchase program does not obligate us to repurchase any dollar amount or number of shares and the program may be modified, suspended or discontinued at any time.

During the three months ended March 31, 2024, we purchased 587,928 shares for approximately $26 million under the 2023 Program.

During the three months ended March 31, 2024, we purchased 186,067 shares for approximately $8.5 million related to withholding upon vesting of restricted stock.

The table below includes information on a monthly basis regarding shares purchased under the 2023 Program and the number of shares delivered to us to satisfy the mandatory tax withholding requirement upon vesting of restricted stock during the first quarter of 2024. Shares delivered to us to satisfy the mandatory tax withholding requirement upon vesting of restricted stock do not reduce the repurchase authority under the 2023 Program.

							Maximum Value of
	Total				Total Number of		Shares that May Yet
	Number of		Average		Shares Purchased as		Be Purchased Under
	Shares		Price Paid		Part of Publicly		the Program
	Purchased		Per Share		Announced Plan		(in 000’s)
January 2024		184,786	$	45.62		-	$	223,589
February 2024		470,073	$	44.06		468,792	$	202,933
March 2024		119,136	$	42.71		119,136	$	197,845
Total		773,995	$	44.23		587,928	$	197,845

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

Item 6. Exhibits INDEX TO EXHIBITS

Number	Exhibit
31.1	Rule 13a-14(a) Certification of Phillip D. Yeager, Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Kevin W. Beth, Chief Financial Officer
32.1	Section 1350 Certification of Phillip D. Yeager and Kevin W. Beth, Chief Executive Officer and Chief Financial Officer, respectively
101	Interactive data files for Hub Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets (unaudited); (ii) the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income; (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows (unaudited); and (v) the Notes to Unaudited Condensed Consolidated Financial Statements. XBRL Instance Document-the XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
104	The cover page from Hub Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (formatted in Inline XBRL and included in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HUB GROUP, INC.
DATE:	May 3, 2024	/s/ Kevin W. Beth
		Kevin W. Beth
		Executive Vice President, Chief
		Financial Officer and Treasurer
		(Principal Financial Officer)
		/s/ Brent M. Rhodes
		Brent M. Rhodes
		Executive Vice President, Chief
		Accounting Officer
		(Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Phillip D. Yeager, certify that:

1.I have reviewed this report on Form 10-Q of Hub Group, Inc.;

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

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

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting and;

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 3, 2024
	/s/ Phillip D. Yeager
	Name: Phillip D. Yeager
	Title: Vice Chairman of the Board of Directors,
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kevin W. Beth, certify that:

1.I have reviewed this report on Form 10-Q of Hub Group, Inc.;

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

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

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting and;

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 3, 2024
	/s/ Kevin W. Beth
	Name: Kevin W. Beth
	Title: Executive Vice President, Chief Financial Officer
	and Treasurer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following statement is provided by the undersigned to accompany the Form 10-Q for the quarter ended March 31, 2024 of Hub Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be deemed filed pursuant to any provision of the Exchange Act of 1934 or any other securities law.

Each of the undersigned certifies that the foregoing Report on Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Hub Group, Inc.

Date: May 3, 2024

/s/ Phillip D. Yeager	/s/ Kevin W. Beth
Phillip D. Yeager	Kevin W. Beth
Vice Chairman of the Board of Directors,	Executive Vice President, Chief Financial Officer and Treasurer
President and Chief Executive Officer	(Principal Financial and Accounting Officer)
Hub Group, Inc.	Hub Group, Inc.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	Apr. 26, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Trading Symbol	HUBG
Entity Registrant Name	HUB GROUP, INC.
Entity Central Index Key	0000940942
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Security Exchange Name	NASDAQ
Entity File Number	0-27754
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4007085
Entity Address, Address Line One	2001 Hub Group Way
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	271-3600
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		61,741,180
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		574,903

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 195,362	$ 187,270
Accounts receivable trade, net	588,957	600,197
Accounts receivable other	4,940	3,358
Prepaid taxes	10,078	17,331
Prepaid expenses and other current assets	28,621	41,089
TOTAL CURRENT ASSETS	827,958	849,245
Restricted investments	20,393	20,763
Property and equipment, net	777,209	791,692
Right-of-use assets - operating leases	209,171	210,742
Right-of-use assets - financing leases	2,152	2,522
Other intangibles, net	295,943	304,607
Goodwill	735,460	733,695
Other non-current assets	22,984	22,781
TOTAL ASSETS	2,891,270	2,936,047
CURRENT LIABILITIES:
Accounts payable trade	320,919	349,378
Accounts payable other	18,179	14,471
Accrued payroll	31,964	21,731
Accrued other	126,475	121,253
Lease liability - operating leases	45,775	44,690
Lease liability - financing leases	1,253	1,579
Current portion of long-term debt	104,035	105,108
TOTAL CURRENT LIABILITIES	648,600	658,210
Long-term debt	230,775	245,574
Other non-current liabilities	52,932	55,287
Lease liability - operating leases	175,481	177,699
Lease liability - financing leases	823	865
Deferred taxes	160,443	163,767
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2024 and 2023	0	0
Additional paid-in capital	208,964	209,830
Retained earnings	1,968,361	1,949,110
Accumulated other comprehensive loss	(137)	(129)
Treasury stock; at cost, 10,455,784 shares in 2024 and 13,323,268 shares in 2023	(555,701)	(524,927)
TOTAL STOCKHOLDERS' EQUITY	1,622,216	1,634,645
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,891,270	2,936,047
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY:
Common stock	723	755
Class B Common Stock [Member]
STOCKHOLDERS' EQUITY:
Common stock	$ 6	$ 6

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury Stock, Shares	10,455,784	13,323,268
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	97,337,700	97,337,700
Common stock, shares issued	72,303,228	75,524,189
Common stock, shares outstanding	61,847,444	62,200,921
Class B Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	662,300	662,300
Common stock, shares issued	574,903	574,903
Common stock, shares outstanding	574,903	574,903

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating revenue	$ 999,493	$ 1,152,265
Operating expenses:
Purchased transportation and warehousing	740,172	866,931
Salaries and benefits	144,497	137,431
Depreciation and amortization	38,331	35,449
Insurance and claims	12,618	12,683
General and administrative	27,234	25,541
Gain on sale of assets, net	(498)	(3,975)
Total operating expenses	962,354	1,074,060
Operating income	37,139	78,205
Other income (expense):
Interest expense	(3,899)	(2,970)
Interest income	1,393	1,377
Other, net	(170)	38
Total other expense, net	(2,676)	(1,555)
Income before provision for income taxes	34,463	76,650
Provision for income taxes	7,410	14,870
Net income	27,053	61,780
Other comprehensive income:
Foreign currency translation adjustments	(8)	34
Total comprehensive income	$ 27,045	$ 61,814
Basic earnings per common share	$ 0.44	$ 0.95
Diluted earnings per common share	$ 0.44	$ 0.94
Basic weighted average number of shares outstanding	61,325	65,098
Diluted weighted average number of shares outstanding	61,666	65,676

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A and B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]	Treasury Stock [Member]
Beginning Balance at Dec. 31, 2022	$ 1,599,602	$ 761	$ 192,365	$ 1,781,582	$ (214)	$ (374,892)
Beginning Balance (in shares) at Dec. 31, 2022		76,099,092				(9,656,044)
Stock tendered for payments of withholding taxes related to awards vested	(7,606)					$ (7,606)
Stock tendered for payments of withholding taxes related to awards vested (in shares)						(191,028)
Issuance of restricted stock awards, net of forfeitures			(7,292)			$ 7,292
Issuance of restricted stock awards, net of forfeitures (in shares)						419,056
Share-based compensation expense	5,238		5,238
Net Income (Loss)	61,780			61,780
Foreign currency translation adjustment	34				34
Ending Balance at Mar. 31, 2023	1,659,048	$ 761	190,311	1,843,362	(180)	$ (375,206)
Ending Balance (in shares) at Mar. 31, 2023		76,099,092				(9,428,016)
Beginning Balance at Dec. 31, 2023	1,634,645	$ 761	209,830	1,949,110	(129)	$ (524,927)
Beginning Balance (in shares) at Dec. 31, 2023		76,099,092				(13,323,268)
Adjustment related to stock split		$ (32)	32
Adjustment related to stock split, (in shares)		(3,220,961)				3,220,961
Stock tendered for payments of withholding taxes related to awards vested	(8,486)					$ (8,486)
Stock tendered for payments of withholding taxes related to awards vested (in shares)						(186,067)
Purchase of treasury shares	$ (25,756)					$ (25,756)
Purchase of treasury shares (in shares)	587,928					(587,928)
Federal excise tax on purchased treasury stock	$ (1,470)					$ (1,470)
Issuance of restricted stock awards, net of forfeitures			(4,938)			$ 4,938
Issuance of restricted stock awards, net of forfeitures (in shares)						420,518
Share-based compensation expense	4,040		4,040
Dividends paid	(7,626)			(7,626)
Dividends accrued	(176)			(176)
Net Income (Loss)	27,053			27,053
Foreign currency translation adjustment	(8)				(8)
Ending Balance at Mar. 31, 2024	$ 1,622,216	$ 729	$ 208,964	$ 1,968,361	$ (137)	$ (555,701)
Ending Balance (in shares) at Mar. 31, 2024		72,878,131				(10,455,784)

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net Income (Loss)	$ 27,053	$ 61,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles and right-of-use assets	49,605	45,810
Deferred taxes	(3,025)	4,901
Non-cash share-based compensation expense	4,040	5,238
Gain on sale of assets, net	(498)	(3,975)
Changes in operating assets and liabilities, net of acquisitions:
Restricted investments	370	(1,122)
Accounts receivable, net	9,652	18,951
Prepaid taxes	7,253	7,605
Prepaid expenses and other current assets	12,468	13,617
Other non-current assets	(880)	(653)
Accounts payable	(24,755)	(17,705)
Accrued expenses	11,462	(40,065)
Non-current liabilities	(12,229)	(5,007)
Net cash provided by operating activities	80,516	89,375
Cash flows from investing activities:
Proceeds from sale of equipment	3,442	10,172
Purchases of property and equipment	(17,524)	(26,845)
Acquisitions, net of cash acquired	0	108
Net cash used in investing activities	(14,082)	(16,565)
Cash flows from financing activities:
Repayments of long-term debt	(27,422)	(29,237)
Purchase of treasury stock	(25,756)	0
Stock withheld for payments of withholding taxes	(8,486)	(7,606)
Dividends paid	(7,626)	0
Finance lease payments	(606)	(888)
Proceeds from issuance of debt	11,550	20,831
Net cash used in financing activities	(58,346)	(16,900)
Effect of exchange rate changes on cash and cash equivalents	4	18
Net increase in cash and cash equivalents	8,092	55,928
Cash and cash equivalents beginning of the period	187,270	286,642
Cash and cash equivalents end of the period	195,362	342,570
Supplemental disclosures of cash flow:
Interest paid	3,983	3,320
Income taxes (received) paid	$ (1,442)	$ 1,290

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 27,053	$ 61,780

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Modified	false
Rule 10b5-1 Arrangement Modified	false

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Interim Financial Statements

3 Months Ended

Mar. 31, 2024

Quarterly Financial Information Disclosure [Abstract]

Interim Financial Statements

NOTE 1. Interim Financial Statements

Our accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the “Company,” “Hub,” “we,” “us” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.

The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position as of March 31, 2024 and results of operations for the three months ended March 31, 2024 and 2023.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the condensed consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”). Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.

On January 4, 2024, the Company announced a two-for-one stock split of the Company’s Class A and Class B common stock. The stock split was implemented in the form of a distribution of one additional Class A share for each share outstanding. The record date for the stock split was as of the close of business on January 16, 2024. The Company distribution date of the additional shares was January 26, 2024. As a result of the stock split, the number of authorized shares remained unchanged. Additionally, the par value per share of the common stock remains unchanged. All other share amounts in our condensed consolidated balance sheets, condensed consolidated statements of income and comprehensive income, condensed consolidated statements of stockholders' equity and related footnote disclosures have been adjusted and presented as though the stock split had occurred as of the earliest period presented.

On February 22, 2024, the Board declared a quarterly cash dividend of $0.125 per share on the Company’s Class A and Class B common stock. The dividend was paid on March 27, 2024 to stockholders of record as of March 8, 2024. The declaration and payment of the quarterly cash dividend was subject to the approval of the Board at its sole discretion and in compliance with applicable laws and regulations.

In October 2023, the Board authorized the purchase of up to $250 million of our Class A Common Stock pursuant to a share repurchase program. During the three months ended March 31, 2024, we purchased 587,928 shares for approximately $26 million.

Due to presentation changes made in our condensed consolidated statement of shareholders' equity, certain prior year amounts have been reclassified to conform with the current year presentation.

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Earnings Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 2. Earnings Per Share

The following is a reconciliation of our earnings per share (in thousands, except for per share data):

	Three Months Ended, March 31,
	2024		2023
Net income for basic and diluted earnings per share	$	27,053	$	61,780
Weighted average shares outstanding - basic		61,325		65,098
Dilutive effect of restricted stock		341		578
Weighted average shares outstanding - diluted		61,666		65,676
Earnings per share - basic	$	0.44	$	0.95
Earnings per share - diluted	$	0.44	$	0.94

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Acquisitions

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Acquisitions

NOTE 3. Acquisitions

Forward Air Final Mile Acquisition

On December 20, 2023, we acquired 100% of the equity interest of Forward Air Final Mile (“FAFM”). FAFM provides residential last mile delivery services and installation of big and bulky goods, with a focus on appliances, throughout the United States. Total consideration for the transaction was $261 million paid from cash on hand. The financial results of FAFM, since the date of acquisition, are included in our Logistics segment.

The FAFM acquisition expanded our final mile services to include the delivery and installation of appliances. FAFM provides residential last mile delivery services through a non-asset business model, working with a network of over 350 carriers throughout the country.

The initial accounting for the acquisition of FAFM is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of preparing and reviewing the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the condensed consolidated financial statements related to the FAFM acquisition are preliminary and the measurement period remains open.

The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

	December 20, 2023
Accounts receivable trade	$	28,574
Prepaid expenses and other current assets		2,305
Property and equipment		2,793
Right-of-use assets - operating leases		15,003
Other intangibles		134,456
Goodwill		105,687
Other assets		173
Total assets acquired	$	288,991
Accounts payable trade	$	155
Accounts payable other		2,177
Accrued payroll		1,271
Accrued other		9,449
Lease liability - operating leases short-term		6,145
Other long-term liabilities		19
Lease liability - operating leases long-term		8,857
Total liabilities assumed	$	28,073
Total consideration	$	260,918
Cash paid	$	260,918

The FAFM acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying condensed consolidated balance sheet at their estimated fair values as of December 20, 2023 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the FAFM acquisition was primarily attributable to potential expansion and future development of the acquired business.

Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years.

The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated based on prior final mile acquisitions as follows (in thousands):

							Estimated
			Accumulated		Balance at		Useful
	Amount		Amortization		March 31, 2024		Life
Customer relationships	$	127,733	$	2,484	$	125,249	15 years
Developed technology	$	6,723	$	490	$	6,233	4 years

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three months ended March 31, 2024 was $2.5 million. The intangible assets have a remaining weighted average useful life of approximately 14.15 years.

Amortization expense related to FAFM for the next five years is as follows (in thousands):

	Total
2024 (Remainder of year)	$	7,647
2025		10,196
2026		10,196
2027		10,126
2028		8,516

FAFM's actual results are included in our condensed consolidated financial statements since the acquisition date of December 20, 2023. The following unaudited pro forma condensed consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2023 (in thousands, except for per share amounts):

	Three Months Ended
	March 31, 2023
Revenue	$	1,221,622
Net income	$	61,814
Earnings per share
Basic	$	0.95
Diluted	$	0.94

The unaudited pro forma condensed consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and FAFM. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated results are not necessarily indicative of what our condensed consolidated results of operations actually would have been had we completed the FAFM acquisition as of January 1, 2023.

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Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

NOTE 4. Segment Reporting

We have two reportable segments: Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. Our ITS segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics segment includes our non-asset business lines: managed transportation, truck brokerage, final mile, consolidation, warehousing and fulfillment.

Intermodal and Transportation Solutions. Our Intermodal and Transportation Solutions segment offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking. This segment includes our trucking operations which provides our customers with local pickup and delivery (referred to as “drayage”) as well as high service local and regional trucking transportation using equipment dedicated to their needs. We arrange for the movement of our customers’ freight in one of our approximately 50,000 containers. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Drayage between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations. As of March 31, 2024, our trucking transportation operation consisted of approximately 2,300 tractors, 2,900 employee drivers and 4,300 trailers. We also contract for services with approximately 400 independent owner-operators.

Logistics. Our Logistics segment offers a wide range of services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery. These services include a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed, all of which is provided by third party carriers with whom we contract. We also leverage proprietary technology along with collaborative relationships with third party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our ITS segment.

The following tables summarize our financial and operating data by segment (in thousands):

	Three Months Ended
Operating Revenue	March 31,
	2024			2023
Intermodal and Transportation Solutions	$	552,033		$	709,249
Logistics		480,224			469,141
Inter-segment eliminations		(32,764	)		(26,125	)
Total operating revenue	$	999,493		$	1,152,265

	Three Months Ended
Operating Income	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	13,031	$	49,379
Logistics		24,108		28,826
Total operating income	$	37,139	$	78,205

	Three Months Ended
Depreciation and Amortization	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	27,049	$	27,142
Logistics		11,282		8,307
Total depreciation and amortization	$	38,331	$	35,449

Separate balance sheets are not presented by segment to our Chief Operating Decision Maker (“CODM”). Our CODM uses consolidated asset information to make capital decisions.

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Fair Value Measurement

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement

NOTE 5. Fair Value Measurement

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of March 31, 2024 and December 31, 2023. As of March 31, 2024, the fair value of the Company’s fixed-rate borrowings was $3.1 million less than the historical carrying value of $334.8 million. As of December 31, 2023, the fair value of the Company's fixed-rate borrowings was $1.4 million less than the historical carrying value of $350.7 million. The fair value of the fixed-rate borrowings was estimated using an income approach based on current interest rates available to the Company for borrowings on similar terms and maturities.

We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less. As of March 31, 2024 and December 31, 2023, our cash and temporary investments were with high quality financial institutions in demand deposit accounts, savings accounts, checking accounts, certificates of deposits and money market accounts.

Restricted investments included $20.4 million and $20.8 million as of March 31, 2024 and December 31, 2023, respectively, of mutual funds and other security investments which are reported at fair value. These investments relate to our non-qualified deferred compensation plan and insurance deposits.

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2), or unobservable inputs (Level 3). Cash and cash equivalents, accounts receivable, accounts payable and mutual funds and related liabilities are defined as “Level 1,” while long-term debt is defined as “Level 2” of the fair value hierarchy in the Fair Value Measurements and Disclosures Topic of the Codification.

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Long-Term Debt and Financing Arrangements

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt and Financing Arrangements

NOTE 6. Long-Term Debt and Financing Arrangements

In February 2022, we entered into a five-year, $350 million unsecured credit agreement (the "Credit Agreement"). Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) the secured overnight financing rate (published by the Federal Reserve Bank of New York, “SOFR”), plus a specified margin based on the term of such borrowing, plus a specified margin based upon Hub’s total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% and one-month SOFR) plus a specified margin based upon the Total Net Leverage Ratio. The specified margin for SOFR loans varies from 100.0 to 175.0 basis points per annum. The specified margin for base rate loans varies from 0.0 to 75.0 basis points per annum. Hub must also pay (1) a commitment fee ranging from 10.0 to 25.0 basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0 to 175.0 basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit.

We have standby letters of credit that expire in 2024. As of March 31, 2024 and December 31, 2023, our letters of credit were $0.8 and $ 0.9 million, respectively.

As March 31, 2024 and December 31, 2023, we had no borrowings under our Credit Agreement and our unused and available borrowings were $349.2 million and $349.1 million, respectively. We were in compliance with the financial covenants in our debt agreement as of March 31, 2024 and December 31, 2023.

We have entered into various Equipment Notes (“Notes”) for the purchase of tractors, trailers, containers and refrigeration units. The Notes are secured by the underlying equipment financed in the agreements.

Our outstanding Notes are as follows (in thousands):

	March 31,			December 31,
	2024			2023
Interim funding for equipment received and expected to be converted to an equipment note in a subsequent period; interest paid at a variable rate	$	707		$	3,265
Secured Equipment Notes due on various dates in 2029 commencing on various dates in 2024; interest is paid monthly at a fixed annual rate between 5.73% and 6.14%		14,106			-
Secured Equipment Notes due on various dates in 2028 commencing on various dates in 2023; interest is paid monthly at a fixed annual rate between 5.21% and 6.32%		100,180			105,744
Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022 and 2023; interest is paid monthly at a fixed annual rate between 2.07% and 6.45%		137,746			147,192
Secured Equipment Notes due on various dates in 2026 commencing on various dates in 2021; interest is paid monthly at a fixed annual rate between 1.48% and 2.41%		52,804			55,797
Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020; interest is paid monthly at a fixed annual rate between 1.51% and 1.80%		24,827			30,930
Secured Equipment Notes due on various dates in 2024 commencing on various dates in 2017, 2019 and 2020; interest is paid monthly at a fixed annual rate between 2.58% and 3.40%		4,440			7,754
Total debt		334,810			350,682
Less current portion of long-term debt		(104,035	)		(105,108	)
Total long-term debt	$	230,775		$	245,574

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Legal Matters

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Legal Matters

NOTE 7. Legal Matters

The Company is involved in certain claims and pending litigation arising from the normal conduct of business, including putative class-action lawsuits involving employment related claims. Based on management's present knowledge, management does not believe that any potential unrecorded loss contingencies arising from these pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals for settlements or losses determined to be probable and estimable. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Reconciliation of Earnings Per Share

The following is a reconciliation of our earnings per share (in thousands, except for per share data):

	Three Months Ended, March 31,
	2024		2023
Net income for basic and diluted earnings per share	$	27,053	$	61,780
Weighted average shares outstanding - basic		61,325		65,098
Dilutive effect of restricted stock		341		578
Weighted average shares outstanding - diluted		61,666		65,676
Earnings per share - basic	$	0.44	$	0.95
Earnings per share - diluted	$	0.44	$	0.94

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2024

Forward Air Final Mile Acquisition [Member]

Schedule of Total Purchase Price Allocated to Net Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

	December 20, 2023
Accounts receivable trade	$	28,574
Prepaid expenses and other current assets		2,305
Property and equipment		2,793
Right-of-use assets - operating leases		15,003
Other intangibles		134,456
Goodwill		105,687
Other assets		173
Total assets acquired	$	288,991
Accounts payable trade	$	155
Accounts payable other		2,177
Accrued payroll		1,271
Accrued other		9,449
Lease liability - operating leases short-term		6,145
Other long-term liabilities		19
Lease liability - operating leases long-term		8,857
Total liabilities assumed	$	28,073
Total consideration	$	260,918
Cash paid	$	260,918

Schedule of Components of Other Intangibles Acquired

The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated based on prior final mile acquisitions as follows (in thousands):

							Estimated
			Accumulated		Balance at		Useful
	Amount		Amortization		March 31, 2024		Life
Customer relationships	$	127,733	$	2,484	$	125,249	15 years
Developed technology	$	6,723	$	490	$	6,233	4 years

Schedule of Amortization Expense

Amortization expense related to FAFM for the next five years is as follows (in thousands):

	Total
2024 (Remainder of year)	$	7,647
2025		10,196
2026		10,196
2027		10,126
2028		8,516

Choptank Transport, LLC [Member]

Schedule of Unaudited Pro forma Condensed Consolidated Results of Operations

The following unaudited pro forma condensed consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2023 (in thousands, except for per share amounts):

	Three Months Ended
	March 31, 2023
Revenue	$	1,221,622
Net income	$	61,814
Earnings per share
Basic	$	0.95
Diluted	$	0.94

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Summarize our financial and operating data by segment

The following tables summarize our financial and operating data by segment (in thousands):

	Three Months Ended
Operating Revenue	March 31,
	2024			2023
Intermodal and Transportation Solutions	$	552,033		$	709,249
Logistics		480,224			469,141
Inter-segment eliminations		(32,764	)		(26,125	)
Total operating revenue	$	999,493		$	1,152,265

	Three Months Ended
Operating Income	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	13,031	$	49,379
Logistics		24,108		28,826
Total operating income	$	37,139	$	78,205

	Three Months Ended
Depreciation and Amortization	March 31,
	2024		2023
Intermodal and Transportation Solutions	$	27,049	$	27,142
Logistics		11,282		8,307
Total depreciation and amortization	$	38,331	$	35,449

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Long-Term Debt and Financing Arrangements (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

Our outstanding Notes are as follows (in thousands):

	March 31,			December 31,
	2024			2023
Interim funding for equipment received and expected to be converted to an equipment note in a subsequent period; interest paid at a variable rate	$	707		$	3,265
Secured Equipment Notes due on various dates in 2029 commencing on various dates in 2024; interest is paid monthly at a fixed annual rate between 5.73% and 6.14%		14,106			-
Secured Equipment Notes due on various dates in 2028 commencing on various dates in 2023; interest is paid monthly at a fixed annual rate between 5.21% and 6.32%		100,180			105,744
Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022 and 2023; interest is paid monthly at a fixed annual rate between 2.07% and 6.45%		137,746			147,192
Secured Equipment Notes due on various dates in 2026 commencing on various dates in 2021; interest is paid monthly at a fixed annual rate between 1.48% and 2.41%		52,804			55,797
Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020; interest is paid monthly at a fixed annual rate between 1.51% and 1.80%		24,827			30,930
Secured Equipment Notes due on various dates in 2024 commencing on various dates in 2017, 2019 and 2020; interest is paid monthly at a fixed annual rate between 2.58% and 3.40%		4,440			7,754
Total debt		334,810			350,682
Less current portion of long-term debt		(104,035	)		(105,108	)
Total long-term debt	$	230,775		$	245,574

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Interim Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 22, 2024	Oct. 31, 2023
Dividends payable, amount per share		$ 0.125
Purchase of treasury shares (in shares)	587,928
Purchase of treasury shares	$ 25,756
Class A Common Stock [Member] | 2023 Share Repurchase Program [Member]
Stock repurchase program, authorized amount			$ 250,000

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Earnings Per Share - Reconciliation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income for basic and diluted earnings per share	$ 27,053	$ 61,780
Weighted average shares outstanding - basic	61,325	65,098
Dilutive effect of restricted stock	341	578
Weighted average shares outstanding - diluted	61,666	65,676
Earnings per share - basic	$ 0.44	$ 0.95
Earnings per share - diluted	$ 0.44	$ 0.94

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Acquisitions - Additional Information (Detail) $ in Thousands		3 Months Ended
	Dec. 20, 2023 USD ($) Carrier	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Business Acquisition [Line Items]
Revenue		$ 999,493	$ 1,152,265
Operating income		37,139	$ 78,205
Forward Air Final Mile Acquisition [Member]
Business Acquisition [Line Items]
Business acquisition date	Dec. 20, 2023
Percentage of equity interests acquired	100.00%
Consideration for transaction	$ 261,000
Number of network carriers | Carrier	350
Goodwill and other intangible assets tax deductible, period	15 years
Amortization expense of intangible assets		$ 2,500
Intangible assets, remaining weighted average useful life		14 years 1 month 24 days

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Acquisitions - Summarizes the Preliminary Allocation of Total Consideration to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands		3 Months Ended
	Dec. 20, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 735,460		$ 733,695
Lease liability - operating leases long-term		175,481		$ 177,699
Cash paid		$ 0	$ (108)
Forward Air Final Mile Acquisition [Member]
Business Acquisition [Line Items]
Accounts receivable trade	$ 28,574
Prepaid expenses and other current assets	2,305
Property and equipment	2,793
Right of use assets - operating leases	15,003
Other intangibles	134,456
Goodwill	105,687
Other assets	173
Total assets acquired	288,991
Accounts payable trade	155
Accounts payable other	2,177
Accrued payroll	1,271
Accrued other	9,449
Lease liability - operating leases short-term	6,145
Other long term liabilities	19
Lease liability - operating leases long-term	8,857
Total liabilities assumed	28,073
Total consideration	260,918
Cash paid	$ 260,918

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Acquisitions - Schedule of Components of Other Intangible Acquired (Detail) - Forward Air Final Mile Acquisition [Member] $ in Thousands	Mar. 31, 2024 USD ($)
Customer Relationships [Member]
Other Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	$ 127,733
Finite-lived intangible assets, Accumulated Amortization	2,484
Finite-lived intangible assets, Net Carrying Value	$ 125,249
Intangible assets estimated useful life	15 years
Developed Technology [Member]
Other Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	$ 6,723
Finite-lived intangible assets, Accumulated Amortization	490
Finite-lived intangible assets, Net Carrying Value	$ 6,233
Intangible assets estimated useful life	4 years

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Acquisitions - Schedule of Amortization Expense (Detail) - Forward Air Final Mile Acquisition [Member] $ in Thousands	Mar. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
2024 (Remainder of year)	$ 7,647
Year 1	10,196
Year 2	10,196
Year 3	10,126
Year 4	$ 8,516

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Acquisitions - Schedule of Unaudited Pro forma Condensed Consolidated Results of Operations (Detail) - Forward Air Final Mile Acquisition [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares
Business Acquisition [Line Items]
Revenue | $	$ 1,221,622
Net income | $	$ 61,814
Earnings per share
Basic | $ / shares	$ 0.95
Diluted | $ / shares	$ 0.94

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Segment Reporting - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2024 Trailers Containers Drivers Tractors Operators Segment
Segment Reporting Information [Line Items]
Number of Reportable Segments | Segment	2
Number of tractors | Tractors	2,300
Number of drivers | Drivers	2,900
Number of trailers | Trailers	4,300
Number of independent owners for contract for services | Operators	400
Number of containers | Containers	50,000

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Segment Reporting - Summary of Financial and Operating Data by Segment (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Operating revenue	$ 999,493	$ 1,152,265
Operating income	37,139	78,205
Depreciation and amortization	38,331	35,449
Intermodal [Member]
Segment Reporting Information [Line Items]
Operating revenue	552,033	709,249
Operating income	13,031	49,379
Depreciation and amortization	27,049	27,142
Logistics [Member]
Segment Reporting Information [Line Items]
Operating revenue	480,224	469,141
Operating income	24,108	28,826
Depreciation and amortization	11,282	8,307
Inter-segment [Member]
Segment Reporting Information [Line Items]
Operating revenue	$ (32,764)	$ (26,125)

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Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurement [Line Items]
Carrying value of debt	$ 334,810	$ 350,682
Restricted investments	20,400	20,800
Fixed-rate Borrowings [Member]
Fair Value Measurement [Line Items]
Increase (decrease) in fair value of debt	3,100	1,400
Carrying value of debt	$ 334,800	$ 350,700

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Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)		3 Months Ended
	Feb. 28, 2022	Mar. 31, 2024	Dec. 31, 2023
Minimum [Member] | Base Rate
Line Of Credit Facility [Line Items]
Commitment fee on unused commitments	0.10%
Maximum [Member] | Base Rate
Line Of Credit Facility [Line Items]
Commitment fee on unused commitments	0.25%
Letter of Credit [Member] | Minimum [Member]
Line Of Credit Facility [Line Items]
Commitment fee on unused commitments	1.00%
Letter of Credit [Member] | Maximum [Member]
Line Of Credit Facility [Line Items]
Commitment fee on unused commitments	1.75%
Standby Letters of Credit [Member]
Line Of Credit Facility [Line Items]
Letters of credit expiration, year		2024
Outstanding letters of credit		$ 800,000	$ 900,000
Credit Agreement [Member]
Line Of Credit Facility [Line Items]
Amount of credit agreement	$ 350,000,000
Term of credit agreement	5 years
Credit agreement interest rate description		the secured overnight financing rate (published by the Federal Reserve Bank of New York, “SOFR”), plus a specified margin based on the term of such borrowing, plus a specified margin based upon Hub’s total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% and one-month SOFR) plus a specified margin based upon the Total Net Leverage Ratio.
Borrowings under bank revolving line of credit		$ 0	0
Unused and available borrowings under bank revolving line of credit and credit agreement		$ 349,200,000	$ 349,100,000
Credit Agreement [Member] | Federal Funds Rate [Member]
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	0.50%
Credit Agreement [Member] | Secured Overnight Financing Rate [Member]
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	1.00%
Description of variable rate basis	one-month SOFR
Credit Agreement [Member] | Minimum [Member] | Base Rate
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	0.00%
Credit Agreement [Member] | Minimum [Member] | Secured Overnight Financing Rate [Member]
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	1.00%
Credit Agreement [Member] | Maximum [Member] | Base Rate
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	0.75%
Credit Agreement [Member] | Maximum [Member] | Secured Overnight Financing Rate [Member]
Line Of Credit Facility [Line Items]
Interest rate under the credit agreement	1.75%

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Long-Term Debt and Financing Arrangements - Schedule of Outstanding Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Interim funding for equipment received and expected to be converted to an equipment note in a subsequent period; interest paid at a variable rate	$ 707	$ 3,265
Secured long-term debt	334,810	350,682
Less current portion	(104,035)	(105,108)
Total long-term debt	230,775	245,574
Secured Equipment Notes due in 2029 [Member]
Debt Instrument [Line Items]
Secured long-term debt	14,106	0
Secured Equipment Notes due in 2028 [Member]
Debt Instrument [Line Items]
Secured long-term debt	100,180	105,744
Secured Equipment Notes due in 2027 [Member]
Debt Instrument [Line Items]
Secured long-term debt	137,746	147,192
Secured Equipment Notes due in 2026 [Member]
Debt Instrument [Line Items]
Secured long-term debt	52,804	55,797
Secured Equipment Notes due in 2025 [Member]
Debt Instrument [Line Items]
Secured long-term debt	24,827	30,930
Secured Equipment Notes due in 2024 [Member]
Debt Instrument [Line Items]
Secured long-term debt	$ 4,440	$ 7,754

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Long-Term Debt and Financing Arrangements - Schedule of Outstanding Debt (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2024
Secured Equipment Notes due in 2029 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2029
Payment Frequency	monthly
Secured Equipment Notes due in 2029 [Member] | Commencing on 2024 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2024
Secured Equipment Notes due in 2028 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2028
Payment Frequency	monthly
Secured Equipment Notes due in 2028 [Member] | Commencing on 2023 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2023
Secured Equipment Notes due in 2027 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2027
Payment Frequency	monthly
Secured Equipment Notes due in 2027 [Member] | Commencing on 2023 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2023
Secured Equipment Notes due in 2027 [Member] | Commencing on 2022 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2022
Secured Equipment Notes due in 2026 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2026
Payment Frequency	monthly
Secured Equipment Notes due in 2026 [Member] | Commencing on 2021 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2021
Secured Equipment Notes due in 2025 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2025
Payment Frequency	monthly
Secured Equipment Notes due in 2025 [Member] | Commencing on 2020 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2020
Secured Equipment Notes due in 2024 [Member]
Debt Instrument [Line Items]
Equipment notes due period	2024
Payment Frequency	monthly
Secured Equipment Notes due in 2024 [Member] | Commencing on 2020 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2020
Secured Equipment Notes due in 2024 [Member] | Commencing on 2019 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2019
Secured Equipment Notes due in 2024 [Member] | Commencing on 2017 [Member]
Debt Instrument [Line Items]
Equipment notes, date of first required payment	2017
Minimum [Member] | Secured Equipment Notes due in 2029 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	5.73%
Minimum [Member] | Secured Equipment Notes due in 2028 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	5.21%
Minimum [Member] | Secured Equipment Notes due in 2027 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	2.07%
Minimum [Member] | Secured Equipment Notes due in 2026 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	1.48%
Minimum [Member] | Secured Equipment Notes due in 2025 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	1.51%
Minimum [Member] | Secured Equipment Notes due in 2024 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	2.58%
Maximum [Member] | Secured Equipment Notes due in 2029 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	6.14%
Maximum [Member] | Secured Equipment Notes due in 2028 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	6.32%
Maximum [Member] | Secured Equipment Notes due in 2027 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	6.45%
Maximum [Member] | Secured Equipment Notes due in 2026 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	2.41%
Maximum [Member] | Secured Equipment Notes due in 2025 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	1.80%
Maximum [Member] | Secured Equipment Notes due in 2024 [Member]
Debt Instrument [Line Items]
Interest rate secured debt	3.40%