SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended
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Commission
file number
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December
31, 2009
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0-11757
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J.B.
HUNT TRANSPORT SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Arkansas
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71-0335111
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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615
J.B. Hunt Corporate Drive
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72745-0130
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Lowell,
Arkansas
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(ZIP
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: 479-820-0000
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par
Value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
__X__ No
_____
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
_____ No __X__
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
__X__ No
_____
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes _____ No
_____
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer __X__ Accelerated
filer _____ Non-accelerated filer
_____ Smaller reporting company _____
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
_____ No __X__
The
aggregate market value of 89,882,396 shares of the registrant’s $0.01 par value
common stock held by non-affiliates as of June 30, 2009, was $2.7 billion (based
upon $30.55 per share).
As of
February 22, 2010, the number of outstanding shares of the registrant’s common
stock was 127,276,208.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
portions of the Notice and Proxy Statement for the Annual Meeting of the
Stockholders, to be held April 28, 2010, are incorporated by reference in Part
III of this Form 10-K.
J.B.
HUNT TRANSPORT SERVICES, INC.
Form
10-K
For
The Fiscal Year Ended December 31, 2009
Table
of Contents
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Page
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PART I
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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7
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Item
1B.
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Unresolved
Staff Comments
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10
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Item
2.
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Properties
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10
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Item
3.
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Legal
Proceedings
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10
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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10
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PART II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and
Issuer
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Purchases
of Equity Securities
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10
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Item
6.
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Selected
Financial Data
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13
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results
of
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Operations
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14
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Item
7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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25
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Item
8.
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Financial
Statements and Supplementary Data
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26
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and
Financial
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Disclosure
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26
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Item
9A.
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Controls
and Procedures
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26
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Item
9B.
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Other
Information
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27
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PART III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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27
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Item
11.
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Executive
Compensation
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28
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and
Related
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Stockholder
Matters
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28
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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28
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Item
14.
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Principal
Accounting Fees and Services
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28
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PART IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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29
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Signatures
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30
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Index
to Consolidated Financial Information
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32
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FORWARD-LOOKING
STATEMENTS
This report, including documents which
are incorporated by reference, and other documents which we file periodically
with the Securities and Exchange Commission (SEC), contains statements that may
be considered to be “forward-looking statements.” Such statements
relate to our predictions concerning future events or operations and are within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are inherently uncertain,
subject to risks, and should be viewed with caution. These statements
are based on our belief or interpretation of information currently
available. Stockholders and prospective investors are cautioned that
actual results and future events may differ materially from these
forward-looking statements as a result of many factors. Some of the
factors and events that are not within our control and that could have a
material impact on future operating results include: general economic
and business conditions, competition and competitive rate fluctuations, cost and
availability of diesel fuel, ability to attract and retain qualified drivers and
delivery personnel, a loss of one or more major customers, interference with or
termination of our relationships with certain railroads, insurance costs and
availability, claims expense, retention of key employees, terrorist attacks or
actions, acts of war, adverse weather conditions, new or different environmental
or other laws and regulations, increased costs for new revenue equipment or
decreases in the value of used equipment and the ability of revenue equipment
manufacturers to perform in accordance with agreements for guaranteed equipment
trade-in values.
You should understand that many
important factors, in addition to those listed above, could impact us
financially. Our operating results may fluctuate as a result of these
and other risk factors or events as described in our filings with the
SEC. Some important factors that could cause our actual results to
differ from estimates or projections contained in the forward-looking statements
are described under “Risk Factors” in Item 1A. We assume no
obligation to update any forward-looking statement to the extent we become aware
that it will not be achieved for any reason.
PART
I
ITEM
1. BUSINESS
OVERVIEW
We
are one of the largest surface transportation and delivery service companies in
North America. J.B. Hunt Transport Services, Inc. is a publicly held
holding company that, together with our wholly owned subsidiaries, provides a
wide range of transportation services to a diverse group of customers throughout
the continental United States, Canada and Mexico. Unless otherwise
indicated by the context, “we,” “us,” “our”
and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its
consolidated subsidiaries. We were incorporated in Arkansas on August
10, 1961, and have been a publicly held company since our initial public
offering in 1983. Our wide scope of scalable service offerings is
relatively uncommon in the industry and ranges from full-load containerized
freight transportation over highways and railroads to individual deliveries of
appliances and other items to small businesses and personal
residences. We have arrangements with most of the major North
American rail carriers to transport freight in containers and
trailers. We also provide customized freight movement, revenue
equipment, labor, systems and delivery services that are tailored to meet
individual customer’s requirements and typically involve longer-term
contracts. These arrangements are generally referred to as dedicated
services and may include multiple pickups and drops, local and home deliveries,
freight handling, specialized equipment and freight network
design. We also provide integrated capacity and comprehensive
transportation and logistics services and solutions by utilizing a network of
thousands of reliable third-party carriers. While these unrelated
outside carriers, at times, supplement our dry-van, full-load operations, they
also provide flatbed, refrigerated, less-than-truckload (LTL) and other
specialized equipment, drivers and services.
Our business operations are primarily
organized through four distinct, but complementary, business
segments. These segments include intermodal (JBI), dedicated contract
services (DCS), full-load dry-van (JBT) and integrated capacity solutions
(ICS). Our business is somewhat seasonal, with slightly higher
freight volumes typically experienced during August through early
November. Our DCS segment is subject to less seasonal variation than
our other segments. For the calendar year ended December 31, 2009,
our consolidated revenue totaled $3.2 billion, after the elimination of
intersegment business. Of this total, 55% was generated by our JBI
business segment, 24% by DCS, 14% by JBT and 7% by ICS.
Additional general information about us
is available on our Internet website at www.jbhunt.com. We
make a number of reports and other information available free of charge on our
website, including our annual report on Form 10-K, our proxy statement and our
earnings releases. Our website also contains corporate governance
guidelines, our code of ethics, our whistleblower policy, Board committee
charters and other corporate policies.
OUR
MISSION AND STRATEGY
We forge long-term partnerships with
key customers that include supply-chain management as an integral part of their
strategy. Working in concert, we drive out cost, add value and
function as an extension of our customers’ enterprise. We believe
that our operating strategy can add value to customers and increase our profits
and returns to stockholders.
RECENT
FOCUS
Our recent focus has been to maximize
the return on our invested capital and generate free cash flow to reduce
outstanding debt. We believe we can leverage the services of our
business units for the ultimate benefit of our customers. We
continuously analyze where capital investments yield the best return and
allocate funds to those business units and specific activities inside the
business unit. Unacceptable returns in various areas have caused us
to reduce certain business models or exit those activities within the business
model. Our goal is to become more asset-light in certain of the
services we provide, but to continue to grow with new and existing customers by
providing the most efficient transportation solutions to their supply
chains. We are encouraged by the growing number of shippers using all
of our services as a way to meet their needs and feel it is positive
confirmation of our focus and goals.
Examples of steps taken to reach those goals include the continued contraction
of the JBT business unit coupled with the growth in our ICS business unit, the
expansion of our Eastern intermodal network, and the development of our new and
existing customer base. We also continue to direct our dedicated
business unit toward providing best-in-class service in applications that
require unique and specialized services ranging from retail and small-business
replenishment to deliveries at personal residences. A significant
step toward this goal has been the implementation of a cross-dock and delivery
system network during 2009. By midyear 2010, we plan to manage
delivery facilities or operations that will allow us to directly serve in excess
of 90% of the U.S. population.
Increasingly, our customers are seeking energy-efficient transportation
solutions to reduce both cost and greenhouse-gas emissions. Our
intermodal service addresses both demands. We are customizing
dedicated solutions aimed at minimizing transportation-related carbon
emissions. Efforts to improve fleet fuel efficiency are ongoing, and
we are an Environmental Protection Agency (EPA) SmartWaySM
Transport Partner.
As always, we continue to ingrain
safety into our corporate culture and strive to conduct all of our operations as
safely as possible.
OPERATING
SEGMENTS
Segment information is also included in
Note 13 to our Consolidated Financial Statements.
JBI
Segment
The transportation service offerings of our JBI segment utilize arrangements
with most major North American rail carriers to provide intermodal freight
solutions for our customers throughout the continental United States, Canada and
Mexico. Our JBI segment began operations in 1989 with a unique
partnership with what is now the BNSF Railway Company, a watershed event in the
industry and the first agreement that linked major rail and truckload carriers
in a joint marketing environment. JBI draws on the intermodal
services of rail carriers for the underlying linehaul movement of its equipment
and performs the pickups and deliveries (“drayage”) for customers at the origin
and destination rail terminal locations. We provide the drayage
service at either the origin or destination rail ramp utilizing our
company-owned tractors for the majority of our intermodal loads, but utilize
third parties where economical. Performing our own dray services
keeps costs lower and improves customer service. JBI provides
seamless coordination of the rail and dray movements for our customers and
delivers a single billing for complete door-to-door service.
JBI operates 40,170 company-controlled
containers systemwide. The entire fleet is comprised of 53-foot,
high-cube containers and is designed to take advantage of intermodal
double-stack economics and superior ride quality. JBI also manages a
fleet of 2,303 company-owned tractors and 2,780 company drivers that provide
efficiency to our intermodal operations. At December 31, 2009, the
total JBI employee count was 3,078. Revenue for the JBI segment in
2009 was $1.76 billion.
DCS
Segment
DCS offers transportation services that generally are not provided by common
truckload carriers or intermodal due to strict service requirements, specialized
equipment, and intense driver and delivery personnel demands. Our
operations are managed on site by transportation professionals who work in
concert daily with the customer and our drivers to ensure that we deliver their
product or service on time in a safe and cost-effective manner. All
operations are governed by longer-term contracts that typically include fixed
cost components related to dedicated specialized equipment and fuel surcharge
programs on round-trip miles. During 2009, we commenced the
implementation of significantly more new business than we have in any other
prior year. As a result of this growth, our final-mile delivery
channel business became a significant part of our DCS business.
At December 31, 2009, this segment
operated 3,969 company-controlled trucks, 358 customer-owned trucks, and 31
independent contractor trucks. The DCS segment employed 5,765 people
at December 31, 2009. DCS revenue for 2009 was $757
million.
JBT
Segment
The
service offering in this segment is full-load, dry-van freight, utilizing
tractors operating over roads and highways. We typically pick up
freight at the dock or specified location of the shipper and transport the load
directly to the location of the consignee. We use our company-owned
tractors and employee drivers or independent contractors who agree to transport
freight in our trailers.
At
December 31, 2009, the JBT segment operated 1,698 company-owned tractors and
employed 2,150 people, 1,823 of whom were drivers. At December 31,
2009, we had 1,163 independent contractors operating in the JBT segment, some of
whom were leasing company-owned tractors. JBT revenue for 2009 was
$447 million.
ICS
Segment
ICS provides non-asset, asset-light, and transportation logistics solutions to
customers through relationships with thousands of third-party carriers and
integration with our owned equipment. By leveraging the J.B. Hunt
brand, systems and network, ICS brings a broader service offering to customers
by providing flatbed, refrigerated, expedited and LTL, as well as a variety of
dry-van and intermodal solutions. ICS provides single-source
logistics management for customers that desire to outsource their transportation
functions and utilize our proven supply-chain, technology, and design expertise
to improve efficiency. ICS operates outside offices as well as
on-site logistics personnel working in direct contact with
customers.
At December 31, 2009, the ICS segment
employed 323 people, with a carrier base in excess of 22,400. ICS
revenue for 2009 was $259 million.
Marketing
and Operations
We transport, or arrange for the transportation of, a wide range of
freight, including general merchandise, specialty consumer items, appliances,
forest and paper products, food and beverages, building materials, soaps and
cosmetics, automotive parts, electronics, and chemicals. Our customer
base is extremely diverse and includes a large number of Fortune 500
companies. Our ability to offer multiple services, utilizing our four
business segments and a full complement of logistics services through third
parties, represents a competitive advantage. We provide a broad range
of transportation services to larger shippers that seek to use a limited number
of “core” carriers and those that desire a provider of complementary services as
a way to meet all of their supply-chain needs. We had no customers
that represented 10% or more of our total revenue in 2009.
We generally market all of our service offerings through a nationwide sales and
marketing network. We use a specific sales force in DCS due to the
length, complexity and specialization of the sales cycle. In
addition, ICS utilizes its own proactive local branch salespeople. In
accordance with our typical arrangements, we bill the customer for all services
and we, in turn, pay all third parties for their portion of transportation
services provided.
People
We believe that one of the factors differentiating us from our competitors is
our service-oriented people. As of December 31, 2009, we had 14,171
employees, including 9,287 company drivers, 1,210 mechanics and 3,674 office
personnel. We also had arrangements with approximately 1,200
independent contractors to transport freight in our trailing
equipment. None of our employees is represented by unions or covered
by collective bargaining agreements.
Revenue
Equipment
Our JBI segment utilizes high-cube containers, which can be separated from the
chassis and double-stacked on rail cars. The composition of our DCS
trailing fleet varies with specific customer requirements and may include
dry-vans, flatbeds, temperature-controlled, curtain-side vans, straight trucks
and dump trailers. Our JBT segment operates primarily with 53-foot
dry-van trailers. We primarily utilize third-party carriers’ tractor
and trailing equipment for our ICS segment.
As of
December 31, 2009, our company-owned tractor and truck fleet consisted of 7,970
units. In addition, we had approximately 1,200 independent
contractors who operate their own tractors, but transport freight in our
trailing equipment. We operate with standardized tractors in as many
fleets as possible, particularly in our JBI and JBT fleets. Due to
our customers’ preferences and the actual business application, our DCS fleet is
extremely diversified. We believe that operating with relatively
newer revenue equipment provides better customer service, attracts quality
drivers and lowers maintenance expense. At December 31, 2009, the
average age of our combined tractor fleet was 2.7 years, our containers averaged
5.4 years of age and our trailers averaged 7.9 years. We perform
routine servicing and preventive maintenance on our equipment at most of our
regional terminal facilities.
Effective with model-year 2010 engines, the EPA has mandated lower emission
standards for newly manufactured heavy-duty tractors. The 2010
EPA-compliant engines are expected to have a slight increase in miles per gallon
and an increase in operating costs compared with current engine standards due to
Selective Catalytic Reduction (SCR) technology, which achieves lower
emissions. At this time, we have not taken delivery of any EPA 2010
model engines, but plan on doing so later in 2010.
Competition
and the Industry
The freight transportation markets in
which we operate are frequently referred to as highly fragmented and
competitive. Our JBI segment competes with other intermodal marketing
companies as well as other full-load carriers that utilize railroads for a
portion of the transportation service. Considering the diversified
nature of the services provided by our DCS segment, competition ranges from
large diversified carriers to local transportation and delivery service
carriers. Our ICS segment utilizes the fragmented nature of the truck
industry and competes with other non-asset-based logistics companies and freight
brokers, as well as full-load carriers. The full-load freight
competition of our JBT segment includes thousands of carriers, many of which are
very small. While we compete with a number of smaller carriers on a
regional basis, only a limited number of companies represent competition in all
markets across the country.
We compete with other transportation
service companies primarily in terms of price, on-time pickup and delivery
service, revenue equipment quality and availability of carriers for logistics
services.
Regulation
Our operations as a for-hire motor
carrier are subject to regulation by the U.S. Department of Transportation (DOT)
and the Federal Motor Carrier Safety Administration (FMCSA), and certain
business is also subject to state rules and regulations. The DOT
periodically conducts reviews and audits to ensure our compliance with all
federal safety requirements, and we report certain accident and other
information to the DOT. Our operations into and out of Canada and
Mexico are also subject to regulation by those countries.
In November 2008, the FMCSA adopted
final provisions of the Agency’s December 17, 2007, interim final rule
concerning hours of service for commercial vehicle drivers. This
final rule allows drivers to continue to drive up to 11 hours within a 14-hour
nonextendable window from the start of the workday, following at least 10
consecutive hours off duty. The rule also allows motor carriers and
drivers to continue to restart calculations of weekly on-duty limits after the
driver has at least 34 consecutive hours off duty. The rule was
effective January 19, 2009. We believe we are in compliance with all
applicable regulations and continue to monitor the actions of the
FMCSA.
ITEM
1A. RISK FACTORS
In addition to the forward-looking statements outlined previously in this Form
10-K and other comments regarding risks and uncertainties, the following risk
factors should be carefully considered when evaluating our
business. Our business, financial condition or financial results
could be materially and adversely affected by any of these risks.
Our
business is subject to general economic and business factors, any of which could
have a material adverse effect on our results of operations. Economic
trends and the tightening of credit in financial markets could adversely affect
our ability, and the ability of our suppliers, to obtain financing for
operations and capital expenditures.
Our business is dependent upon a number of factors that may have a material
adverse effect on the results of our operations, many of which are beyond our
control. These factors include interference with, or termination of,
our relationships with certain railroads, significant increases or rapid
fluctuations in fuel prices, fuel taxes, interest rates, insurance premiums,
self-insurance levels, excess capacity in the trucking industry, license and
registration fees, terrorist attacks or actions, acts of war, adverse weather
conditions, increased costs for new revenue equipment or decreases in the value
of used equipment, surpluses in the market for used equipment, and difficulty in
attracting and retaining qualified drivers, independent contractors and
third-party carriers.
We are also affected by recessionary
economic cycles and downturns in customers’ business cycles, particularly in
market segments and industries such as retail and manufacturing, where we have a
significant concentration of customers. Economic conditions represent
a greater potential for loss, and we may be required to increase our reserve for
bad debt losses. In addition, our results of operations may be
affected by seasonal factors. Customers tend to reduce shipments
after the winter holiday season, and our operating expenses tend to be higher in
the winter months, primarily due to colder weather, which causes higher fuel
consumption from increased idle time and higher maintenance costs.
We
depend on third parties in the operation of our business.
Our JBI business segment utilizes railroads in the performance of its
transportation services. The majority of these services are provided
pursuant to contractual relationships with the railroads. While we
have agreements with various Class I railroads, the majority of our business
travels on the Burlington Northern Santa Fe and the Norfolk Southern
railways. The inability to utilize one or more of these railroads
could have a material adverse effect on our business and operating
results. In addition, a portion of the freight we deliver is imported
to the United States through ports of call that are subject to labor union
contracts. Work stoppages or other disruptions at any of these ports
could have a material adverse effect on our business.
Our ICS business segment utilizes third-party carriers. Aside from
periodic use of our trailing equipment to fulfill certain loads, we do not own
the revenue equipment or control the drivers delivering the
loads. The inability to obtain reliable third-party carriers could
have a material adverse effect on our operating results and business
growth.
Rapid
changes in fuel costs could impact our periodic financial results.
Fuel costs can be very volatile. We have a fuel surcharge revenue
program in place with the majority of our customers, which has historically
enabled us to recover the majority of higher fuel costs. Most of
these programs automatically adjust weekly depending on the cost of
fuel. However, there can be timing differences between a change in
our fuel cost and the timing of the fuel surcharges billed to our
customers. In addition, we incur additional costs when fuel price
increases cannot be fully recovered due to our engines being idled during cold
or warm weather and empty or out-of-route miles that cannot be billed to
customers. Rapid increases in fuel costs or shortages of fuel could
have a material adverse effect on our operations or future
profitability. As of December 31, 2009, we had no derivative
financial instruments to reduce our exposure to fuel-price
fluctuations.
Ongoing
insurance and claims expenses could significantly reduce our
earnings.
Our future insurance and claims expenses might exceed historical levels, which
could reduce our earnings. During 2007, the self-insured portion of
our claims exposure for all claims was $500,000 per
occurrence. During 2008 and 2009, the self-insured portion of our
claims was $500,000 per occurrence for personal injury and property damage and
$1 million per occurrence for workers’ compensation. If the number or
severity of claims for which we are self-insured increases, our operating
results could be adversely affected. We have renewed our policies for
2010 with substantially the same terms as our 2009 policies for personal injury
and property damage. We have reduced the self-insured portion of our
workers’ compensation claims exposure and are substantially fully insured for
claims in 2010. We purchase insurance coverage for the amounts above
which we are self-insured. If these expenses increase and we are
unable to offset the increase with higher freight rates, our earnings could be
materially and adversely affected.
We
derive a significant portion of our revenue from a few major customers, the loss
of one or more of which could have a material adverse effect on our
business.
For the calendar year ended December 31, 2009, our top 10 customers, based on
revenue, accounted for approximately 33% of our revenue. Our JBI, JBT
and ICS segments typically do not have long-term contracts with their
customers. While our DCS segment business may involve a written
contract, those contracts may contain cancellation clauses, and there is no
assurance that our current customers will continue to utilize our services or
continue at the same levels. A reduction in or termination of our
services by one or more of our major customers could have a material adverse
effect on our business and operating results.
We
operate in a regulated industry, and increased direct and indirect costs of
compliance with, or liability for violation of, existing or future regulations
could have a material adverse effect on our business.
The DOT and various state agencies exercise broad powers over our business,
generally governing matters including authorization to engage in motor carrier
service, equipment operation, safety and financial reporting. We are
audited periodically by the DOT to ensure that we are in compliance with various
safety, hours-of-service, and other rules and regulations. If we were
found to be out of compliance, the DOT could restrict or otherwise impact our
operations.
Significant
changes in hours-of-service regulations and other motor carrier safety
regulations could negatively impact our operations due to lower driver
productivity or increased capital expenditures for monitoring and recordkeeping
equipment.
In January 2010, a set of more stringent emissions standards became effective
for model-year 2010 manufactured tractor engines. While it is too
early to assess the impact of the new standards, our fuel costs, operating costs
and acquisition costs could be impacted.
Our
operations are subject to various environmental laws and regulations, the
violation of which could result in substantial fines or penalties.
We are subject to various environmental laws and regulations dealing with the
handling of hazardous materials, underground fuel storage tanks, and discharge
and retention of storm water. We operate in industrial areas, where
truck terminals and other industrial activities are located, and where
groundwater or other forms of environmental contamination have
occurred. Our operations involve the risks of fuel spillage or
seepage, environmental damage and hazardous waste disposal, among
others. We also maintain bulk fuel storage and fuel islands at
several of our facilities. If a spill or other accident involving
hazardous substances occurs, or if we are found to be in violation of applicable
laws or regulations, it could have a material adverse effect on our business and
operating results. If we should fail to comply with applicable
environmental regulations, we could be subject to substantial fines or penalties
and to civil and criminal liability.
Difficulty
in attracting and retaining drivers, delivery personnel and third-party carriers
could affect our profitability and ability to grow.
If we are unable to attract and retain the necessary number of employees or
contract with enough independent contractors, we could be required to
significantly increase our employee compensation package, let revenue equipment
sit idle or dispose of the equipment altogether, which could adversely affect
our growth and profitability. In addition, our ICS segment growth
could be limited by an inability to attract third-party carriers upon whom we
rely to provide transportation services.
We
operate in a competitive and highly fragmented industry. Numerous
factors could impair our ability to maintain our current profitability and to
compete with other carriers and private fleets.
We
compete with many other transportation services providers of varying sizes and,
to a lesser extent, with LTL carriers and railroads, some of which have more
equipment and greater capital resources than we do. Additionally,
some of our competitors periodically reduce their freight rates to gain
business, especially during times of reduced growth rates in the economy, which
may limit our ability to maintain or increase freight rates or maintain our
profit margins.
In an
effort to reduce the number of carriers it uses, a customer often selects
so-called “core carriers” as approved transportation service providers, and in
some instances we may not be selected. Many customers periodically
accept bids from multiple carriers for their shipping needs, and this process
may depress freight rates or result in the loss of some business to
competitors. Also, certain customers that operate private fleets to
transport their own freight could decide to expand their operations, thereby
reducing their need for our services.
Extreme
or unusual weather conditions can disrupt our operations, impact freight volumes
and increase our costs, all of which could have a material adverse effect on our
business results.
Certain weather conditions such as ice and snow can disrupt our
operations. Increases in the cost of our operations, such as towing
and other maintenance activities, frequently occur during the winter
months. Natural disasters such as hurricanes and flooding can also
impact freight volumes and increase our costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. PROPERTIES
Our corporate headquarters are in Lowell, Arkansas. We occupy a
number of buildings in Lowell that we utilize for administrative support,
customer service, freight dispatch, and data processing and
warehousing. We maintain a backup data center for disaster recovery,
maintenance shop and driver operations facility in Lowell. We also
own or lease approximately 30 other significant facilities across the United
States where we perform maintenance on our equipment, provide bulk fuel and
employ personnel to support operations. These facilities vary from
one to 35 acres in size. Each of our business segments utilizes our
larger facilities for services including bulk fueling, maintenance and driver
support activities. In addition, as of December 31, 2009, we have
leased approximately 80 facilities in connection with the development of our
cross-dock and delivery system network implemented in 2009. Excluded
from the table that follows are leases for a number of small offices and parking
yards throughout the country that support our customers’ business
needs.
A summary of our principal facilities
in locations throughout the U.S. follows:
|
|
|
|
|
|
Maintenance
Shop/
|
|
|
|
|
|
|
|
|
|
|
|
Cross-dock
Facility
|
|
|
Office
Space
|
|
Type
|
|
Acreage
|
|
|
(square feet)
|
|
|
(square feet)
|
|
Maintenance
and support facilities
|
|
|
416 |
|
|
|
|
719,000 |
|
|
|
|
205,000 |
|
|
Cross-dock
and delivery system facilities
|
|
|
-- |
|
|
|
|
883,000 |
|
|
|
|
58,000 |
|
|
Corporate
headquarters, Lowell, Arkansas
|
|
|
59 |
|
|
|
|
-- |
|
|
|
|
262,000 |
|
|
Offices
and data center, Lowell, Arkansas
|
|
|
4 |
|
|
|
|
-- |
|
|
|
|
20,000 |
|
|
ITEM
3. LEGAL PROCEEDINGS
We are a defendant in certain class-action
allegations in which the plaintiffs are current and former California-based
drivers who allege claims for unpaid wages, failure to provide meal and rest
periods, and other items. Further proceedings have been stayed in
these matters pending the California Supreme Court’s decision in a case
unrelated to ours involving similar issues. We cannot reasonably
estimate at this time the possible loss or range of loss, if any, that may arise
from these lawsuits.
We are involved in certain claims and pending litigation arising from the normal
conduct of business. Based on present knowledge of the facts and, in
certain cases, opinions of outside counsel, we believe the resolution of claims
and pending litigation will not have a material adverse effect on our financial
condition, results of operations or liquidity 2009.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
There were no matters submitted to a
vote of our security holders during the quarter ended December 31,
2009.
PART
II
ITEM 5.
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Our common stock is traded in the over-the-counter market under the symbol
“JBHT.” At December 31, 2009, we were authorized to issue up to 1
billion shares of our common stock and 167.1 million shares were
issued. The high and low sales prices of our common stock as reported
by the National Association of Securities Dealers Automated Quotations National
Market system (NASDAQ) and the quarterly dividends paid per share on our common
shares were:
Period
|
|
Dividends
Paid
|
|
|
High
|
|
|
Low
|
|
2009
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
0.11 |
|
|
$ |
26.81 |
|
|
$ |
18.14 |
|
Second
Quarter
|
|
|
0.11 |
|
|
|
33.20 |
|
|
|
23.27 |
|
Third
Quarter
|
|
|
0.11 |
|
|
|
33.41 |
|
|
|
26.23 |
|
Fourth
Quarter
|
|
|
0.11 |
|
|
|
34.78 |
|
|
|
29.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
$ |
0.10 |
|
|
$ |
33.80 |
|
|
$ |
23.28 |
|
Second
Quarter
|
|
|
0.10 |
|
|
|
36.32 |
|
|
|
28.93 |
|
Third
Quarter
|
|
|
0.10 |
|
|
|
40.25 |
|
|
|
30.63 |
|
Fourth
Quarter
|
|
|
0.10 |
|
|
|
33.69 |
|
|
|
20.92 |
|
On February 22, 2010, the high and low
sales prices for our common stock as reported by the NASDAQ were $33.78 and
$33.15, respectively, and we had 1,279 stockholders of record.
Dividend
Policy
Our
dividend policy is subject to review and revision by the Board of Directors, and
payments are dependent upon our financial condition, earnings, capital
requirements and any other factors the Board of Directors may deem
relevant. On February 4, 2010, we announced an increase in our
quarterly cash dividend from $0.11 to $0.12, which was paid February 26, 2010,
to stockholders of record on February 12, 2010. We currently intend
to continue paying cash dividends on a quarterly basis. However, no
assurance can be given that future dividends will be paid.
Purchases
of Equity Securities
During
calendar year 2007, we purchased approximately $603 million of our common stock
in accordance with plans authorized by our Board. All plans have been
completed and there were no stock purchases during calendar years 2008 and
2009.
Stock
Performance Graph
The
following graph compares the cumulative five-year total return of stockholders
of our common stock relative to the cumulative total returns of the S&P 500
index and a customized peer group. The peer group consists of 13
companies: Arkansas Best Corp., CH Robinson Worldwide Inc., CON-Way
Inc., Expeditor International Of Washington, HUB Group Inc., Kansas City
Southern, Landstar System Inc., Old Dominion Freight Line Inc., Pacer
International Inc., Ryder System Inc., UTI Worldwide Inc., Werner Enterprises
Inc. and YRC Worldwide Inc. The graph assumes that the value of the
investment in our common stock, in each of the peer groups, and in the index
(including reinvestment of dividends) was $100 on December 31, 2004, and tracks
it through December 31, 2009. The stock price performance included in
this graph is not necessarily indicative of future stock price
performance.
|
|
|
|
Years
Ended December 31
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.B.
Hunt Transport Services, Inc.
|
|
$ |
100.00 |
|
|
$ |
102.15 |
|
|
$ |
95.07 |
|
|
$ |
127.79 |
|
|
$ |
123.45 |
|
|
$ |
154.12 |
|
S&P
500
|
|
|
100.00 |
|
|
|
104.91 |
|
|
|
121.48 |
|
|
|
128.16 |
|
|
|
80.74 |
|
|
|
102.11 |
|
Peer
Group
|
|
|
100.00 |
|
|
|
113.84 |
|
|
|
120.76 |
|
|
|
122.69 |
|
|
|
104.03 |
|
|
|
115.18 |
|
Securities
Authorized For Issuance Under Equity Compensation Plans
|
|
Number
of Securities
|
|
|
|
Number
of Securities
|
|
|
To
Be Issued
|
|
Weighted-average
|
|
Remaining
Available for Future
|
|
|
Upon
Exercise of
|
|
Exercise
Price of
|
|
Issuance
Under Equity
|
|
|
Outstanding
Options,
|
|
Outstanding
Options,
|
|
Compensation
Plans (Excluding
|
Plan Category(1)
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
Securities Reflected in Column
(A))
|
|
|
(A)
|
|
(B)
|
|
(C)
|
Equity
compensation plans
approved by
|
|
|
|
|
|
|
security
holders
|
|
7,085,206
|
|
$ 6.78(2)
|
|
11,631,085
|
(1)
|
We
have no equity compensation plans that are not approved by security
holders.
|
(2)
|
Upon
vesting, restricted share units are settled with shares of our common
stock on a one-for-one basis. Accordingly, the restricted share
units have been excluded for purposes of computing the weighted-average
exercise price.
|
ITEM
6. SELECTED FINANCIAL
DATA
|
(Dollars
in millions, except per share amounts)
Earnings data for the years ended December
31
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Operating
revenues
|
|
|
$3,203 |
|
|
|
$3,732 |
|
|
|
$3,490 |
|
|
|
$3,328 |
|
|
|
$3,128 |
|
Operating
income (2)
|
|
|
248 |
|
|
|
358 |
|
|
|
369 |
|
|
|
373 |
|
|
|
344 |
|
Net
earnings (1)
(2)
|
|
|
136 |
|
|
|
201 |
|
|
|
213 |
|
|
|
220 |
|
|
|
207 |
|
Basic
earnings per share (1)
(2)
|
|
|
1.08 |
|
|
|
1.60 |
|
|
|
1.59 |
|
|
|
1.48 |
|
|
|
1.32 |
|
Diluted
earnings per share (1)
(2)
|
|
|
1.05 |
|
|
|
1.56 |
|
|
|
1.55 |
|
|
|
1.44 |
|
|
|
1.28 |
|
Cash
dividends per share
|
|
|
0.44 |
|
|
|
0.40 |
|
|
|
0.36 |
|
|
|
0.32 |
|
|
|
0.24 |
|
Operating
expenses as a percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operating
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents
and purchased transportation
|
|
|
43.6 |
% |
|
|
39.6 |
% |
|
|
35.3 |
% |
|
|
33.8 |
% |
|
|
33.8 |
% |
Salaries,
wages and employee benefits
|
|
|
24.9 |
|
|
|
23.0 |
|
|
|
25.4 |
|
|
|
26.8 |
|
|
|
27.3 |
|
Fuel
and fuel taxes
|
|
|
8.5 |
|
|
|
14.0 |
|
|
|
13.3 |
|
|
|
13.4 |
|
|
|
12.4 |
|
Depreciation
and amortization
|
|
|
5.9 |
|
|
|
5.4 |
|
|
|
5.9 |
|
|
|
5.5 |
|
|
|
5.2 |
|
Operating
supplies and expenses
|
|
|
4.7 |
|
|
|
4.2 |
|
|
|
4.5 |
|
|
|
4.4 |
|
|
|
4.3 |
|
Insurance
and claims
|
|
|
1.6 |
|
|
|
1.6 |
|
|
|
2.0 |
|
|
|
2.2 |
|
|
|
1.8 |
|
General
and administrative expenses,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of asset dispositions
|
|
|
1.6 |
|
|
|
1.1 |
|
|
|
1.4 |
|
|
|
1.0 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
taxes and licenses
|
|
|
0.9 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.2 |
|
Communication
and utilities
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.7 |
|
|
|
0.7 |
|
Arbitration
settlement (2)
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
|
|
0.8 |
|
Total
operating expenses
|
|
|
92.3 |
|
|
|
90.4 |
|
|
|
89.4 |
|
|
|
88.8 |
|
|
|
89.0 |
|
Operating
income
|
|
|
7.7 |
|
|
|
9.6 |
|
|
|
10.6 |
|
|
|
11.2 |
|
|
|
11.0 |
|
Net
interest expense
|
|
|
0.8 |
|
|
|
0.9 |
|
|
|
1.3 |
|
|
|
0.5 |
|
|
|
0.2 |
|
Equity
in operations of affiliated company
|
|
|
(0.1 |
) |
|
|
-- |
|
|
|
-- |
|
|
|
0.1 |
|
|
|
0.2 |
|
Earnings
before income taxes
|
|
|
7.0 |
|
|
|
8.7 |
|
|
|
9.3 |
|
|
|
10.6 |
|
|
|
10.6 |
|
Income
taxes (1)
|
|
|
2.7 |
|
|
|
3.3 |
|
|
|
3.2 |
|
|
|
4.0 |
|
|
|
4.0 |
|
Net
earnings
|
|
|
4.3 |
% |
|
|
5.4 |
% |
|
|
6.1 |
% |
|
|
6.6 |
% |
|
|
6.6 |
% |
(1)
|
Reflects
a $12.1 million tax benefit in
2007.
|
(2)
|
Reflects a $25.8 million pretax
charge in 2005 for a BNI arbitration
settlement.
|
Balance sheet data as of December
31
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Working
capital ratio
|
|
|
1.46 |
|
|
|
0.97 |
|
|
|
0.93 |
|
|
|
0.98 |
|
|
|
1.72 |
|
Total
assets (millions)
|
|
|
$1,857 |
|
|
|
$1,793 |
|
|
|
$1,863 |
|
|
|
$1,770 |
|
|
|
$1,549 |
|
Stockholders’
equity (millions)
|
|
|
644 |
|
|
|
529 |
|
|
|
343 |
|
|
|
759 |
|
|
|
817 |
|
Current
portion of long-term debt (millions)
|
|
|
-- |
|
|
|
$118.5 |
|
|
|
$234.0 |
|
|
|
$214.0 |
|
|
|
-- |
|
Total
debt (millions)
|
|
|
$565.0 |
|
|
|
$633.5 |
|
|
|
$913.1 |
|
|
|
$396.4 |
|
|
|
$124.0 |
|
Total
debt to equity
|
|
|
0.88 |
|
|
|
1.20 |
|
|
|
2.66 |
|
|
|
0.52 |
|
|
|
0.15 |
|
Total
debt as a percentage of total capital
|
|
|
47 |
% |
|
|
54 |
% |
|
|
73 |
% |
|
|
34 |
% |
|
|
13 |
% |
Operating data for the years ended December
31
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
Total
loads (in thousands)
|
|
|
2,897 |
|
|
|
2,951 |
|
|
|
3,008 |
|
|
|
2,915 |
|
|
|
2,866 |
|
Average
number of company-operated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
tractors
and trucks during the year
|
|
|
8,519 |
|
|
|
9,688 |
|
|
|
10,635 |
|
|
|
10,721 |
|
|
|
10,316 |
|
Company
tractors and trucks at year-end
|
|
|
7,970 |
|
|
|
9,067 |
|
|
|
10,308 |
|
|
|
10,961 |
|
|
|
10,480 |
|
Independent
contractors at year-end
|
|
|
1,199 |
|
|
|
912 |
|
|
|
1,084 |
|
|
|
1,107 |
|
|
|
1,310 |
|
Trailing
equipment at year-end
|
|
|
62,187 |
|
|
|
63,308 |
|
|
|
60,614 |
|
|
|
52,881 |
|
|
|
49,733 |
|
Company
tractor miles (in millions)
|
|
|
679 |
|
|
|
797 |
|
|
|
926 |
|
|
|
965 |
|
|
|
953 |
|
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS
The
following discussion of our results of operations and financial condition should
be read in conjunction with our financial statements and related notes in Item
8. This discussion contains forward-looking
statements. Please see “Forward-looking Statements” and “Risk
Factors” for a discussion of items, uncertainties, assumptions and risks
associated with these statements.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial
statements in accordance with U.S. generally accepted accounting principles
requires us to make estimates and assumptions that impact the amounts reported
in our Consolidated Financial Statements and accompanying
notes. Therefore, the reported amounts of assets, liabilities,
revenues, expenses and associated disclosures of contingent liabilities are
affected by these estimates. We evaluate these estimates on an
ongoing basis, utilizing historical experience, consultation with third parties
and other methods considered reasonable in the particular
circumstances. Nevertheless, actual results may differ significantly
from our estimates. Any effects on our business, financial position
or results of operations resulting from revisions to these estimates are
recognized in the accounting period in which the facts that give rise to the
revision become known. We consider our critical accounting policies
and estimates to be those that require us to make more significant judgments and
estimates when we prepare our financial statements and include the
following:
Workers’
Compensation and Accident Costs
We
purchase insurance coverage for a portion of expenses related to employee
injuries (workers’ compensation), vehicular collisions, accidents and cargo
claims. Most of our insurance arrangements include a level of
self-insurance (deductible) coverage applicable to each claim, but provide an
umbrella policy to limit our exposure to catastrophic claim costs that are
completely insured. Excluding new policies entered into and
applicable to claims incurred in 2010, our policies also include a contractual
premium adjustment factor to be applied to incurred loss amounts at the end of
48 months from each policy period inception. This contractual premium
adjustment factor is used to convert the self-insured losses to fully insured
losses and relieves us of any further liability on those claims. Our
estimated accrual of ultimate losses includes these premium adjustment factors
as part of the liability we recognize when the accidents occur.
The amounts of self-insurance change from time to time based on certain
measurement dates and policy expiration dates. During 2007, we were
self-insured for $500,000 per occurrence for personal injury, property damage
and workers’ compensation. For 2008 and 2009, we were self-insured
for $500,000 per occurrence for personal injury and property damage and $1
million for workers’ compensation. We have renewed our policies for
2010 with substantially the same terms as our 2009 policies for personal injury
and property damage. We have reduced the self-insured portion of our
workers’ compensation claims exposure and are substantially fully insured for
claims in 2010.
Our claims accrual policy for all self-insured claims is to recognize a
liability at the time of the incident based on our analysis of the nature and
severity of the claims and analyses provided by third-party claims
administrators, as well as legal, economic and regulatory
factors. Our safety and claims personnel work directly with
representatives from the insurance companies to continually update the estimated
cost of each claim. The ultimate cost of a claim develops over time
as additional information regarding the nature, timing and extent of damages
claimed becomes available. Accordingly, we use an actuarial method to
develop current claim information to derive an estimate of our ultimate claim
liability. This process involves the use of loss-development factors
based on our historical claims experience and includes the contractual premium
adjustment factor mentioned above. In doing so, the recorded
liability considers future claims growth and conversion to fully insured status
and provides an allowance for incurred-but-not-reported claims. We do
not discount our estimated losses. At December 31, 2009, we had an
accrual of approximately $19 million for estimated net claims. In
addition, we are required to pay certain advanced deposits and monthly
premiums. At December 31, 2009, we had a prepaid insurance asset of
approximately $32 million, which represented prefunded claims and
premiums. We are also substantially self-insured for loss of and
damage to our owned and leased revenue equipment.
Revenue
Equipment
We
operate a significant number of tractors, trucks, containers and trailers in
connection with our business. This equipment may be purchased or
acquired under operating lease agreements. In addition, we may rent
revenue equipment from third parties and various railroads under short-term
rental arrangements. Revenue equipment that is purchased is
depreciated on the straight-line method over the estimated useful life down to
an estimated salvage or trade-in value. We periodically review the
useful lives and salvage values of our revenue equipment and evaluate our
long-lived assets for impairment. See Note 2, Summary of Significant
Accounting Policies, in our Consolidated Financial Statements, for a discussion
of our plan to sell certain revenue equipment. We have not identified
any impairment to our remaining assets at December 31, 2009.
We have an agreement with our primary tractor supplier for residual or trade-in
values for certain new equipment. We have utilized these trade-in
values, as well as other operational information such as anticipated annual
miles, in accounting for depreciation expense. If our tractor
supplier were unable to perform under the terms of our agreement for trade-in
values, it could have a material adverse effect on our financial
results.
Revenue
Recognition
We
recognize revenue based on the relative transit time of the freight transported
and as other services are provided. Accordingly, a portion of the
total revenue that will be billed to the customer once a load is delivered is
recognized in each reporting period based on the percentage of the freight
pickup and delivery service that has been completed at the end of the reporting
period.
We record
revenues on the gross basis at amounts charged to our customers because we are
the primary obligor, we are a principal in the transaction, we invoice our
customers and retain all credit risks and we maintain discretion over
pricing. Additionally, we are responsible for carrier selection with
respect to our ICS business.
Our trade
accounts receivable includes amounts due from customers which have been reduced
by an allowance for uncollectible accounts and revenue
adjustments. The allowance for uncollectible accounts and revenue
adjustments is based on historical experience as well as any known trends or
uncertainties related to customer billing and account
collectibility. The adequacy of our allowance is reviewed
quarterly.
Income
Taxes
We
account for income taxes under the asset-and-liability method in accordance with
current accounting standards. Our deferred tax assets and liabilities
represent items that will result in taxable income or a tax deduction in future
years for which we have already recorded the related tax expense or benefit in
our statement of earnings. Deferred tax accounts arise as a result of
timing differences between when items are recognized in our Consolidated
Financial Statements compared with when they are recognized in our tax
returns. We assess the likelihood that deferred tax assets will be
recovered from future taxable income. To the extent we believe
recovery does not meet the more-likely-than-not threshold, a valuation allowance
is established. To the extent we establish a valuation allowance, we include an
expense as part of our income tax provision.
Significant
judgment is required in determining and assessing the impact of complex tax laws
and certain tax-related contingencies on our provision for income
taxes. As part of our calculation of the provision for income taxes,
we assess whether the benefits of our tax positions are at least more likely
than not of being sustained upon audit based on the technical merits of the tax
position. For tax positions that are more likely than not of being
sustained upon audit, we accrue the largest amount of the benefit that is more
likely than not of being sustained in our Consolidated Financial
Statements. Such accruals require us to make estimates and judgments,
whereby actual results could vary materially from these
estimates. Further, a number of years may elapse before a particular
matter for which we have established an accrual is audited and
resolved. See Note 6, Income Taxes, in our Consolidated Financial
Statements, for a discussion of our current tax
contingencies.
YEAR
IN REVIEW
Significant
events for calendar year 2009 include:
|
·
|
Expanded
Intermodal services network in the Eastern
region
|
|
·
|
Substantially
implemented a comprehensive, nationwide, cross-dock and final-mile
delivery system network in our DCS
segment
|
|
·
|
Continued
revenue and services growth in our non-asset ICS
segment
|
|
·
|
Decline
in rates due to freight recession and related price
pressures
|
|
·
|
Designated
approximately 700 tractors to be sold or traded in connection with our
strategy to reduce our fleet size to the appropriate
level
|
|
·
|
Reduced
our total debt by approximately $69 million, or
11%
|
|
·
|
Increased
our quarterly dividend to $0.11 per share in January 2009 from $0.10 in
2008, and announced an increase to $0.12 per share effective February
2010
|
Our 2009
net earnings of $136.4 million, or $1.05 per diluted share, were down 32% from
the $200.6 million, or $1.56 per diluted share, earned in
2008. Pricing pressure and resulting margin contraction aggravated by
the ongoing recession contributed significantly to the decline in earnings for
the current year. While we made strides in controlling and reducing
operating expenses in light of the economic conditions, the pricing pressure
experienced by each of our operating segments was our largest challenge in
2009.
Freight
demand during 2009 was up for our JBI and ICS segments compared with 2008, while
demand for DCS and JBT was softer, particularly during the first half of
2009. Although loads were up for JBI, operating income decreased 28%,
which was primarily the result of rate decreases from an extremely competitive
bid season and due to charges to write down the value of equipment held for
sale. DCS showed a decline in operating income of 32%, which was due
to lower business demand levels, increased implementation costs for on-boarding
new business, and charges to write down the value of equipment held for
sale. JBT reported an operating loss due primarily to decreased
rates, which was partly offset by cost-control measures implemented in
2009. Our ICS segment grew operating income by 23%, primarily due to
revenue and volume growth.
In
response to changing market conditions and a continued focus on growing segments
that produce the greatest return on invested capital, we increased our JBI
tractor and container counts by 5% and 3%, respectively, as well as increased
our DCS trailer count by 7%. We reduced our JBT company-owned tractor
fleet by 35%, excluding tractors designated as held for sale. We were
able to effect some of these changes by transferring revenue equipment among our
fleets.
Our 2009 consolidated operating ratio (operating expenses divided by total
operating revenues) was 92.3%, compared with 90.4% in 2008. Our 2009
operating income reflected $10.3 million of pretax charges to write down the
value of certain assets held for sale. Operating income in 2008
reflected $3.9 million of pretax charges related to assets held for
sale.
RESULTS
OF OPERATIONS
The following table sets forth items in
our Consolidated Statements of Earnings as a percentage of operating revenues
and the percentage increase or decrease of those items as compared with the
prior year.
|
|
Percentage
of
|
|
|
Percentage
Change
|
|
|
|
Operating Revenues
|
|
|
Between Years
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
vs.
|
|
|
2008
vs. |
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenues
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
(14.2 |
)
% |
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents
and purchased transportation
|
|
|
43.6 |
|
|
|
39.6 |
|
|
|
35.3 |
|
|
|
(5.5 |
) |
|
|
19.7 |
|
Salaries,
wages and employee benefits
|
|
|
24.9 |
|
|
|
23.0 |
|
|
|
25.4 |
|
|
|
(7.1 |
) |
|
|
(3.3 |
) |
Fuel
and fuel taxes
|
|
|
8.5 |
|
|
|
14.0 |
|
|
|
13.3 |
|
|
|
(47.5 |
) |
|
|
12.3 |
|
Depreciation
and amortization
|
|
|
5.9 |
|
|
|
5.4 |
|
|
|
5.9 |
|
|
|
(6.5 |
) |
|
|
(1.4 |
) |
Operating
supplies and expenses
|
|
|
4.7 |
|
|
|
4.2 |
|
|
|
4.5 |
|
|
|
(4.0 |
) |
|
|
1.5 |
|
Insurance
and claims
|
|
|
1.6 |
|
|
|
1.6 |
|
|
|
2.0 |
|
|
|
(16.4 |
) |
|
|
(12.8 |
) |
General
and administrative expenses,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of asset dispositions
|
|
|
1.6 |
|
|
|
1.1 |
|
|
|
1.4 |
|
|
|
14.6 |
|
|
|
(14.2 |
) |
Operating
taxes and licenses
|
|
|
0.9 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
(12.9 |
) |
|
|
(4.1 |
) |
Communication
and utilities
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
(5.0 |
) |
|
|
(8.9 |
) |
Total
operating expenses
|
|
|
92.3 |
|
|
|
90.4 |
|
|
|
89.4 |
|
|
|
(12.4 |
) |
|
|
8.1 |
|
Operating
income
|
|
|
7.7 |
|
|
|
9.6 |
|
|
|
10.6 |
|
|
|
(30.8 |
) |
|
|
(2.8 |
) |
Net
interest expense
|
|
|
0.8 |
|
|
|
0.9 |
|
|
|
1.3 |
|
|
|
(20.6 |
) |
|
|
(18.9 |
) |
Equity
in operations of affiliated company
|
|
|
(0.1 |
) |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
(299.2 |
) |
|
|
41.1 |
|
Earnings
before income taxes
|
|
|
7.0 |
|
|
|
8.7 |
|
|
|
9.3 |
|
|
|
(30.5 |
) |
|
|
(0.9 |
) |
Income
taxes
|
|
|
2.7 |
|
|
|
3.3 |
|
|
|
3.2 |
|
|
|
(28.0 |
) |
|
|
8.7 |
|
Net
earnings
|
|
|
4.3 |
% |
|
|
5.4 |
% |
|
|
6.1 |
% |
|
|
(32.0 |
)
% |
|
|
(5.9 |
)
% |
2009
Compared With 2008
Consolidated
Operating Revenues
Our total consolidated operating
revenues were $3.2 billion in 2009, a 14.2% decrease from
2008. Significantly lower fuel prices resulted in fuel surcharge
(FSC) revenues of $326 million in 2009, compared with $730 million in
2008. This change in FSC revenue impacted our year-to-year
comparison. If FSC revenues were excluded from both years, our 2009
revenue decreased 4% from 2008. While load volume increased 9.3% and
69.0% in 2009 for JBI and ICS, respectively, we experienced a decrease in
revenue in all segments except ICS. The decreases in our JBI, DCS and
JBT segments were primarily a result of competitive rates, as well as decreased
activity for certain customers due to the overall economic
recession. In addition, JBT segment revenue decreased as a result of
reduced tractor utilization and our continued effort to reduce the size of the
JBT segment to an appropriate level for our service offerings.
Consolidated
Operating Expenses
Our 2009 consolidated operating expenses decreased 12.4% from
2008. The impact of this decrease, and the 14.2% decrease in 2009
revenue from 2008, resulted in an increase in our operating ratio to 92.3% from
90.4% in 2008. Rents and purchased transportation costs decreased
5.5% in 2009, primarily due to lower payments made to railroads and drayage
companies. This decrease was partially offset by an increase related
to third-party carriers servicing ICS due to growth in that
segment. The total cost of salaries, wages and employee benefits
decreased 7.1% in 2009 from 2008, primarily due to decreases in total driver
pay. This reduction in total driver pay was primarily the result of a
33% decrease in the number of drivers in the JBT segment.
Fuel and
fuel taxes expense decreased 47.5% in 2009, primarily due to a 36.7% lower fuel
cost per gallon and slightly higher fuel miles per gallon. We have
fuel surcharge programs in place with the majority of our
customers. These programs typically involve a specified computation
based on the change in national, regional or local fuel prices. While
these programs may incorporate fuel cost increases as frequently as weekly, most
also reflect a specified miles-per-gallon factor and require a certain minimum
change in fuel costs (e.g., $0.05 per gallon) to trigger a change in fuel
surcharge revenue. As a result, some of these programs have a time
lag between when fuel costs change and when this change is reflected in
revenues. Due to these programs, this lag negatively impacts
operating income in times of rapidly increasing fuel costs and positively
impacts operating income when fuel costs decrease rapidly.
It is not
meaningful to compare the amount of fuel surcharge revenue or the change in fuel
surcharge revenue between reporting periods to fuel and fuel taxes expense, or
the change of fuel expense between periods, as a significant portion of fuel
costs is included in our payments to railroads, dray carriers and other third
parties. These payments are classified as purchased transportation
expense.
Depreciation
and amortization expense decreased 6.5%, which was primarily the result of the
reduction of our tractor fleet related to the rightsizing of the JBT
segment. This decrease was partially offset by an increase in the
container and chassis depreciation due to volume growth in the JBI
segment. Operating supplies and expenses decreased 4.0%, primarily
due to decreased costs of driver expenses and toll
expenses. Insurance and claims expense decreased 16.4% for 2009, due
to fewer accidents and lower claims costs. The 14.6% increase in
general and administrative expenses was primarily due to the 2009 charges to
write down to estimated fair value certain assets held for sale compared with
the 2008 write-down. During 2009 and 2008, these pretax write-down
charges were $10.3 million and $3.9 million, respectively. In
addition, 2009 included losses on asset sales of $0.4 million, compared with
gains on asset sales of $1.2 million in 2008.
Net
interest expense for 2009 decreased by 20.6% compared with 2008. This
decrease was primarily due to reduced outstanding debt balances and reduced
interest rates on our variable rate debt. The decrease was partially
offset by the effect of a refund in 2008 related to a prior-period tax
settlement.
The
“equity in operations of affiliated company” item on our Consolidated Statement
of Earnings reflects our share of the operating results of Transplace, Inc.
(TPI). We owned a 37% equity interest in this global transportation
and logistics company. The increase in 2009 compared with 2008 was
primarily due to certain transactions in the fourth quarter of 2009, which were
treated as a sale of all interests in this logistics company. These
transactions resulted in a pretax gain of approximately $3.3 million during
2009. See Note 12, Affiliated Company, in our Notes to Consolidated
Financial Statements for more information on these transactions.
Our
effective income tax rate was 39.1% in 2009 and 37.8% in 2008. The
increase in 2009 was partly related to the previously mentioned transactions
with TPI. These transactions resulted in a valuation allowance on the
deferred tax benefits on our balance sheet. We expect our effective
income tax rate to approximate 38.5% for calendar year 2010.
Segments
We operated four business segments
during calendar year 2009. The operation of each of these businesses
is described in our notes to the Consolidated Financial
Statements. The following tables summarize financial and operating
data by segment:
Operating
Revenue by Segment
|
|
Years Ended December 31 (in
millions)
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
JBI
|
|
|
$1,764 |
|
|
|
$1,952 |
|
|
|
$1,653 |
|
DCS
|
|
|
757 |
|
|
|
927 |
|
|
|
937 |
|
JBT
|
|
|
447 |
|
|
|
676 |
|
|
|
842 |
|
ICS
|
|
|
259 |
|
|
|
209 |
|
|
|
92 |
|
Total
segment revenues
|
|
|
3,227 |
|
|
|
3,764 |
|
|
|
3,524 |
|
Intersegment
eliminations
|
|
|
(24 |
) |
|
|
(32 |
) |
|
|
(34 |
) |
Total
|
|
|
$3,203 |
|
|
|
$3,732 |
|
|
|
$3,490 |
|
Operating
Income (Loss) by Segment
|
|
Years Ended December 31 (in
millions)
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
JBI
(1)
|
|
|
$183 |
|
|
|
$254 |
|
|
|
$239 |
|
DCS
(1)
|
|
|
63 |
|
|
|
92 |
|
|
|
94 |
|
JBT
(1)
|
|
|
(11 |
) |
|
|
1 |
|
|
|
32 |
|
ICS
|
|
|
13 |
|
|
|
11 |
|
|
|
4 |
|
Total
|
|
|
$248 |
|
|
|
$358 |
|
|
|
$369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Includes
pretax charges to write down the value of certain assets held for sale as
follows: $6.6 million for JBI in 2009, $3.7 million for DCS in 2009, $3.9
million for JBT in 2008 and $8.4 million for JBT in 2007.
|
|
Operating
Data by Segment
|
|
Years Ended December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
JBI
|
|
|
|
|
|
|
|
|
|
Loads
|
|
|
915,413 |
|
|
|
837,575 |
|
|
|
738,207 |
|
Average
length of haul (miles)
|
|
|
1,796 |
|
|
|
1,843 |
|
|
|
1,925 |
|
Revenue
per load
|
|
|
$1,927 |
|
|
|
$2,330 |
|
|
|
$2,239 |
|
Average
tractors (during the period)(1)
|
|
|
2,206 |
|
|
|
2,020 |
|
|
|
1,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tractors
(end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-owned
|
|
|
2,303 |
|
|
|
2,124 |
|
|
|
1,795 |
|
Independent
contractor
|
|
|
5 |
|
|
|
4 |
|
|
|
6 |
|
Tractors
held for sale
|
|
|
(76 |
) |
|
|
-- |
|
|
|
-- |
|
Total
Tractors
|
|
|
2,232 |
|
|
|
2,128 |
|
|
|
1,801 |
|
Containers
(end of period)
|
|
|
40,170 |
|
|
|
39,161 |
|
|
|
34,019 |
|
Average
effective trailing equipment usage(2)
|
|
|
37,182 |
|
|
|
35,678 |
|
|
|
30,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCS
|
|
|
|
|
|
|
|
|
|
|
|
|
Loads
|
|
|
1,209,055 |
|
|
|
1,321,473 |
|
|
|
1,398,892 |
|
Average
length of haul (miles)
|
|
|
207 |
|
|
|
227 |
|
|
|
249 |
|
Revenue
per truck per week(3)
|
|
|
$3,384 |
|
|
|
$3,842 |
|
|
|
$3,515 |
|
Average
trucks (during the period)(1)
|
|
|
4,382 |
|
|
|
4,716 |
|
|
|
5,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trucks
(end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-owned
|
|
|
3,969 |
|
|
|
4,454 |
|
|
|
4,941 |
|
Independent
contractor
|
|
|
31 |
|
|
|
67 |
|
|
|
100 |
|
Customer-owned
(DCS-operated)
|
|
|
358 |
|
|
|
101 |
|
|
|
92 |
|
Trucks
held for sale
|
|
|
(58 |
) |
|
|
-- |
|
|
|
-- |
|
Total
Trucks
|
|
|
4,300 |
|
|
|
4,622 |
|
|
|
5,133 |
|
Trailing
equipment (end of period)
|
|
|
9,739 |
|
|
|
9,106 |
|
|
|
8,233 |
|
Average
effective trailing equipment usage(2)
|
|
|
12,136 |
|
|
|
12,762 |
|
|
|
13,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JBT
|
|
|
|
|
|
|
|
|
|
|
|
|
Loads
|
|
|
498,426 |
|
|
|
622,002 |
|
|
|
785,860 |
|
Average
length of haul (miles)
|
|
|
486 |
|
|
|
478 |
|
|
|
513 |
|
Loaded
miles (000)
|
|
|
241,281 |
|
|
|
292,430 |
|
|
|
408,486 |
|
Total
miles (000)
|
|
|
279,589 |
|
|
|
334,931 |
|
|
|
466,293 |
|
Average
nonpaid empty miles per load
|
|
|
73.8 |
|
|
|
68.7 |
|
|
|
73.2 |
|
Revenue
per tractor per week(3)
|
|
|
$2,809 |
|
|
|
$3,522 |
|
|
|
$3,763 |
|
Average
tractors (during the period)(1)
|
|
|
3,120 |
|
|
|
3,752 |
|
|
|
4,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tractors
(end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-owned
|
|
|
1,698 |
|
|
|
2,612 |
|
|
|
3,572 |
|
Independent
contractor
|
|
|
1,163 |
|
|
|
841 |
|
|
|
978 |
|
Tractors
held for sale
|
|
|
-- |
|
|
|
(123 |
) |
|
|
(570 |
) |
Total
Tractors
|
|
|
2,861 |
|
|
|
3,330 |
|
|
|
3,980 |
|
Trailers
(end of period)
|
|
|
12,550 |
|
|
|
15,470 |
|
|
|
18,345 |
|
Trailers
held for sale
|
|
|
(288 |
) |
|
|
(2,121 |
) |
|
|
(2,500 |
) |
Total
Trailers
|
|
|
12,262 |
|
|
|
13,349 |
|
|
|
15,845 |
|
Average
effective trailing equipment usage(2)
|
|
|
10,177 |
|
|
|
11,758 |
|
|
|
13,074 |
|
|
|
Years Ended December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
ICS
|
|
|
|
|
|
|
|
|
|
Loads
|
|
|
237,378 |
|
|
|
140,481 |
|
|
|
64,663 |
|
Revenue
per load
|
|
|
$1,091 |
|
|
|
$1,489 |
|
|
|
$1,415 |
|
Gross
profit margin
|
|
|
17.9 |
% |
|
|
16.5 |
% |
|
|
14.8 |
% |
Approximate
number of third-party carriers (end of period)
|
|
|
22,400 |
|
|
|
17,100 |
|
|
|
8,500 |
|
(1)
|
Includes
company-owned and independent contractor tractors for JBI and JBT
segments, and also includes customer-owned trucks for the DCS
segment
|
(2)
|
Reflects
average use of corporate wide trailing
equipment
|
(3)
|
Using
weighted workdays
|
JBI
Segment
JBI segment revenue decreased 9.6% to $1.76 billion in 2009, from $1.95 billion
in 2008. A significant portion of this decline in revenue related to
decreased fuel surcharge revenue due to reduced fuel costs. Excluding
fuel surcharge revenue, JBI segment revenue increased 1% in 2009 from
2008. Although load counts increased 9.3%, revenue per load decreased
17.3% and average length of haul decreased 2.6%.
Operating income in our JBI segment
declined to $183 million in 2009, from $254 million in
2008. Declining rates and a pretax charge to write down the value of
certain equipment held for sale contributed to our operating income decreasing
by 27.8% in 2009.
DCS
Segment
DCS
segment revenue declined 18.3% to $757 million in 2009, from $927 million in
2008. Excluding fuel surcharge revenue, DCS segment revenue decreased
9% in 2009 from 2008. This decrease in revenue was primarily due to a
6.3% decrease in average truck count and lower load counts as we worked with our
customers to reach the optimum fleet size for their businesses.
Operating income decreased to $63 million in 2009, compared with $92 million in
2008. This decrease in operating income was due to decreased revenue,
higher implementation expenses for new and expanded contracts, increased
operating costs for facilities, and a pretax charge to write down the value of
certain equipment held for sale.
JBT
Segment
JBT segment revenue declined 34.0% to
$447 million in 2009, from $676 million in 2008. The decrease in
revenue was the result of a 19.9% decrease in load count due to much softer
demand in 2009 than in 2008, as well as significant decreases in
rates.
Our JBT segment had an operating loss of $11 million in 2009, compared to
operating income of $1.4 million in 2008, mainly a result of reduced rates and a
reduction in revenue due to lower tractor count and utilization. This
decrease in operating income was partially offset by cost-controlling measures
implemented to reduce hiring costs and other operating costs.
ICS
Segment
ICS segment revenue grew 23.8% to $259
million in 2009, from $209 million in 2008. This increase in revenue
was primarily due to a 69% increase in load volume from both new and existing
customers.
Operating income increased 22.6% to $13 million in 2009, compared with $11
million in 2008. The large revenue growth was partially offset by
increased operating expenses, including higher personnel and technology costs
related to growing and investing in the ICS segment. In 2009, we
continued to gain operating leverage from the higher revenue growth that began
to cover related increases in operating expenses.
2008
Compared With 2007
Consolidated
Operating Revenues
Our total consolidated operating revenues rose to $3.7 billion in 2008, a 6.9%
increase over 2007. Significantly higher fuel prices resulted in fuel
surcharge (FSC) revenues of $730 million in 2008, compared with $480 million in
2007. If FSC revenues were excluded from both years, our 2008 revenue
decreased less than 1% from 2007. A 13.5% and 117.3% increase in 2008
JBI and ICS load volume, respectively, contributed to our higher levels of
revenue. The increases in revenue of our JBI and ICS segments were
partially offset by decreases in our DCS segment as a result of decreased
activity for delivery service accounts due to the overall economic slowdown and
weak housing market. Our JBT segment revenue decreased as a result of
rate declines and reduced tractor utilization, due to decreasing freight
demand.
Consolidated
Operating Expenses
Our total 2008 consolidated operating expenses increased 8.1% over 2007 and
offset the impact of the 6.9% increase in 2008 revenue over 2007 that resulted
in a slight increase in our operating ratio to 90.4% from 89.4% in
2007. Rents and purchased transportation costs rose 19.7% in 2008,
primarily due to additional funds paid to railroads, drayage companies and
third-party carriers servicing ICS. The total cost of salaries, wages
and employee benefits decreased 3.3% in 2008 from 2007, primarily due to
decreases in total driver pay. This reduction in total driver pay was
primarily the result of a 24% decrease in the number of drivers in the JBT
segment.
Fuel and
fuel taxes expense increased 12.3% in 2008, primarily due to 29.7% higher fuel
cost per gallon and slightly lower fuel miles per gallon.
The 1.4%
decrease in depreciation and amortization expense was due to fewer tractors
owned in our JBT and DCS segments. Operating supplies and expenses
rose 1.5% in 2008, primarily as a result of increased costs in airfare and
travel expenses. Insurance and claims expense decreased 12.8% due to
fewer accidents and lower claims costs. The 14.2% decrease in general
and administrative expenses was primarily due to a decrease in other driving
expenses as a result of a decrease in the number of drivers, and a decrease in
the charge to write down to estimated fair value certain assets held for sale
compared with the 2007 write-down. In addition, gains on asset sales
were $1.2 million in 2008 compared with losses on asset sales of $0.4 million in
2007.
Net
interest expense for 2008 decreased by 18.9% compared with 2007. This
decrease was due to reduced outstanding debt balances, as well as reduced
interest rates on our variable rate debt. Interest expense was
further reduced by a refund of interest previously paid to the Internal Revenue
Service (IRS) from the 1999 tax case settlement and lower accrued interest on
uncertain tax positions.
Our
effective income tax rate was 37.8% in 2008 and 34.4% in 2007. The
increase in 2008 was primarily due to the 2007 rate being reduced by our 1999
tax case settlement in 2007.
JBI
Segment
JBI segment revenue grew by 18.1% to $1.95 billion in 2008, from $1.65 billion
in 2007. A significant portion of this revenue growth was driven by a
13.5% increase in load volume. The remaining portion of revenue
growth was primarily the result of a 4.1% increase in revenue per load,
including fuel surcharges, partially offset by a 4.3% decrease in the average
length of haul.
Operating income in our JBI segment rose to $254 million in 2008, from $239
million in 2007. While increased volumes contributed to higher
operating margins, we were able to increase our driver productivity and
significantly reduce our reliance on third-party equipment and
drayage. All of these factors contributed to our operating income
increasing by 6.3% in 2008.
DCS
Segment
DCS segment revenue declined 1.0% to
$927 million in 2008, from $937 million in 2007. This decrease in
revenue was primarily due to an 8.8% decrease in average length of haul and
lower load counts as we worked with our customers to reach the optimum fleet
size for their businesses.
Operating income decreased to $92 million in 2008, compared with $94 million in
2007. This decrease in operating income was due to decreased revenue
and higher fuel and operating costs. These higher operating expenses,
relative to 2007, were offset by decreases in equipment rental costs and lower
insurance and claim costs.
JBT
Segment
JBT segment revenue declined 19.6% to
$676 million in 2008, from $842 million in 2007. The decrease in
revenue was primarily the result of a 20.9% decrease in load count due to much
softer demand in 2008 than in 2007.
Operating income in our JBT segment
declined to $1.4 million in 2008, from $32 million in 2007, mainly due to
reduced revenue and higher fuel costs.
ICS
Segment
ICS segment revenue grew 128.5% to $209
million in 2008, from $92 million in 2007. This increase in revenue
was primarily due to a 117.3% increase in load volume from both new and existing
customers.
Operating income increased nearly 146% to $11 million in 2008, compared with $4
million in 2007. The large revenue growth was partially offset by
increased operating expenses, including higher personnel and technology costs
related to growing and investing in the ICS segment. In 2008, we
continued to gain operating leverage from the higher revenue growth that began
to cover higher operating expenses.
LIQUIDITY
AND CAPITAL RESOURCES
Net cash provided by operating activities was $357 million in 2009, $505 million
in 2008 and $458 million in 2007. The decrease in 2009 cash provided
by operating activities relative to 2008, after consideration of adjustments for
noncash items such as depreciation, share-based compensation and impairment
charges, was due primarily to decreased earnings and the timing of cash activity
related to trade accounts receivable and tax payments.
Cash
flows used in investing activities primarily reflected additions to, net of
disposals from, our fleet of revenue equipment. The higher level of
cash used in investing activities during 2009 partly reflected our strategy to
increase containers and chassis in our JBI segment as well as additional
investments in specialized revenue equipment for new DCS customers.
Net cash used in financing activities during 2009 decreased from 2008, primarily
due to larger repayments on our revolving lines of credit in
2008. This decrease was partially offset by increases in dividends
paid in 2009 as a result of the increase to $0.11 per share quarterly cash
dividend from $0.10 per share in 2008.
Our
dividend policy is subject to review and revision by the Board of Directors and
payments are dependent upon our financial condition, earnings, capital
requirements and any other factors the Board of Directors may deem
relevant. We paid a $0.09 per share quarterly dividend in 2007, a
$0.10 per share quarterly dividend in 2008 and an $0.11 per share quarterly
dividend in 2009. On February 4, 2010, we announced an increase in
our quarterly cash dividend from $0.11 to $0.12, which was paid on February 26,
2010. We currently intend to continue paying cash dividends on a
quarterly basis. However, no assurance can be given that future
dividends will be paid.
Liquidity
Our need
for capital has typically resulted from the acquisition of revenue equipment
required to support our growth and the replacement of older equipment with new,
late-model equipment. We are frequently able to accelerate or
postpone a portion of equipment replacements depending on market
conditions. We have, during the past few years, obtained capital
through cash generated from operations, revolving lines of credit and long-term
debt issuances. We have also periodically utilized operating leases
to acquire revenue equipment.
At
December 31, 2009, we were authorized to borrow up to $350 million under a
revolving line of credit, which expires March 29, 2012. The
applicable interest rate under this agreement is based on either the prime rate
or LIBOR, depending upon the specific type of borrowing, plus a margin based on
the level of borrowings and our credit rating. At December 31, 2009,
we had $165.0 million outstanding at an average interest rate of 0.74% under
this agreement.
Effective
June 29, 2009, we terminated a $75 million accounts receivable securitization
facility. Concurrent with this termination, we dissolved a wholly
owned subsidiary, JBH Receivables LLC, which was formed in July 2006 as a
bankruptcy remote entity associated with the accounts receivable securitization
facility.
In March
2007, we sold $200 million of 5.31% Senior notes (2011 Notes), which mature
March 29, 2011, to various purchasers through a private-placement offering
pursuant to our note purchase agreement dated March 15, 2007. The
proceeds were used for the purchase of trailing equipment off operating leases
and for general working capital purposes. The 2011 Notes were issued
at par value. Interest payments are due semiannually, in March and
September of each year.
In July
2007, we sold $200 million of 6.08% Senior notes (2014 Notes), which mature July
26, 2014, to various purchasers through a private-placement offering pursuant to
our note purchase agreement dated July 15, 2007. Proceeds from these notes
were used to purchase shares of our common stock, pay down existing debt on our
revolving-credit facilities and finance capital expenditures for revenue
equipment. Principal payments in the amount of $50.0 million are due
July 26, 2012, and July 26, 2013, with the remainder due upon
maturity. Interest payments are due semiannually, in January and July
of each year.
Our $100
million term loan facility, which was arranged in connection with our purchase
of used, dry-van trailers, matured September 29,
2009. The balance due at maturity of $61.5 million was
paid during September 2009 reducing the balance to zero. Concurrent
with the loan and credit agreement, we entered into an interest rate swap
agreement that expired when the related term loan matured.
Our
revolving lines of credit and other debt facilities require us to maintain
certain covenants and financial ratios. We were in compliance with all
covenants and financial ratios at December 31, 2009.
We
believe that our liquid assets, cash generated from operations and revolving
lines of credit will provide sufficient funds for our operating and capital
requirements for the foreseeable future. The increase in our working
capital ratio from 2008 was primarily driven by our decrease in current debt
outstanding as a result of payments on the term loan in 2009.
We are
currently committed to spend approximately $132 million, net of proceeds from
sales or trade-ins during 2010, which is primarily related to tractors and
containers.
Off-Balance
Sheet Arrangements
Our only
off-balance sheet arrangements are related to operating leases, primarily for
facilities. As of December 31, 2009, we had approximately $15.6
million of obligations on the facilities leases.
|
|
Contractual
Cash Obligations
As
of December 31, 2009 (in millions)
Amounts
Due In Calendar Year:
|
|
|
|
Total
|
|
|
2010
|
|
|
2011-2012 |
|
|
2013-2014 |
|
|
2015
and
thereafter
|
|
Operating
leases
|
|
$ |
15.6 |
|
|
$ |
6.4 |
|
|
$ |
7.1 |
|
|
$ |
1.4 |
|
|
$ |
0.7 |
|
Long-term
debt obligations
|
|
|
565.0 |
|
|
|
-- |
|
|
|
415.0 |
|
|
|
150.0 |
|
|
|
-- |
|
Interest
payments on debt (1)
|
|
|
62.6 |
|
|
|
24.0 |
|
|
|
27.2 |
|
|
|
11.4 |
|
|
|
-- |
|
Commitments
to acquire revenue equipment and facilities
|
|
|
132.0 |
|
|
|
132.0 |
|
|
|
-- |
|
|
|
-- |
|
|
|
-- |
|
Total
|
|
$ |
775.2 |
|
|
$ |
162.4 |
|
|
$ |
449.3 |
|
|
$ |
162.8 |
|
|
$ |
0.7 |
|
(1)
Interest payments on debt are based on the debt balance and applicable rate at
December 31, 2009.
We had
standby letters of credit outstanding of approximately $10.5 million at December
31, 2009, that expire at various dates in fiscal year 2010, which are related to
(1) our self-insured retention levels for casualty and workers’ compensation
claims, and (2) our operating lease agreements. We plan to renew
these letters of credit in accordance with our third-party
agreements. The table above excludes $21.9 million of
liabilities related to uncertain tax positions as we are unable to reasonably
estimate the ultimate timing of settlement. See Note 6, Income
Taxes, in the Notes to Consolidated Financial Statements for further
discussion.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
June 2009, the Financial Accounting Standards Board (FASB) issued a
Codification of FASB Accounting Standards and the Hierarchy of GAAP, which
establishes the Codification as the single source of authoritative U.S. GAAP
recognized by the FASB. SEC rules and interpretive releases are also
sources of authoritative GAAP for SEC registrants. The Codification
became effective for us beginning July 1, 2009. The Codification is not intended
to change or alter existing GAAP and accordingly, it did not impact our results
of operations, cash flows or financial position. We have adjusted
historical GAAP references in this annual report to reflect authoritative
guidance included in the Codification.
In May
2009, the FASB issued authoritative guidance related to subsequent events, which
became effective for us during the second quarter of 2009. This
guidance sets forth the circumstances and the period after the balance sheet
date for which an entity should evaluate events for recognition or disclosure in
its financial statements. In addition, the guidance identifies the
disclosures that an entity should make about such events. We have
evaluated subsequent events from December 31, 2009, through February 26, 2010,
when the financial statements were issued, in accordance with this
guidance. Adoption did not have an effect on our financial
results.
We
adopted the authoritative guidance related to fair value measurements for
nonfinancial assets and liabilities effective January 1,
2009. Adoption of this guidance increased our disclosures regarding
fair value instruments, but did not have an effect on our operating income or
net earnings. See Note 7, Fair Value Measurements, for more
description.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Of our
total $565.0 million of debt, we had $165.0 million of variable rate debt
outstanding at December 31, 2009, under our revolving lines of
credit. The interest rates applicable to these agreements are based
on either the prime rate or LIBOR. Our earnings would be affected by
changes in these short-term interest rates. Risk can be quantified by
measuring the financial impact of a near-term adverse increase in short-term
interest rates. At our current level of borrowing, a 1% increase in
our applicable rate would reduce annual pretax earnings by approximately $1.7
million. Our remaining debt is fixed rate debt, and therefore changes
in market interest rates do not directly impact our interest
expense. Periodically, we enter into derivative instruments in
response to market interest rates; however, at December 31, 2009, we had no such
derivative financial instruments in place.
Although
we conduct business in foreign countries, international operations are not
material to our consolidated financial position, results of operations or cash
flows. Additionally, foreign currency transaction gains and losses
were not material to our results of operations for the year ended December 31,
2009. Accordingly, we are not currently subject to material foreign
currency exchange rate risks from the effects that exchange rate movements of
foreign currencies would have on our future costs or on future cash flows we
would receive from our foreign investment. To date, we have not
entered into any foreign currency forward exchange contracts or other derivative
financial instruments to hedge the effects of adverse fluctuations in foreign
currency exchange rates.
The price
and availability of diesel fuel are subject to fluctuations due to changes in
the level of global oil production, seasonality, weather and other market
factors. Historically, we have been able to recover a majority of
fuel-price increases from our customers in the form of fuel
surcharges. We cannot predict the extent to which high fuel price
levels will continue in the future or the extent to which fuel surcharges could
be collected to offset such increases. As of December 31, 2009, we
had no derivative financial instruments to reduce our exposure to fuel-price
fluctuations.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Our Consolidated Financial Statements,
notes to Consolidated Financial Statements and reports thereon of our
independent registered public accounting firms as specified by this Item are
presented following Item 15 of this report and include:
Reports
of Independent Registered Public Accounting Firm
Consolidated
Balance Sheets as of December 31, 2009 and 2008
Consolidated
Statements of Earnings for years ended December 31, 2009, 2008 and
2007
Consolidated
Statements of Stockholders’ Equity for years ended December 31, 2009, 2008 and
2007
Consolidated
Statements of Cash Flows for years ended December 31, 2009, 2008 and
2007
Notes to
Consolidated Financial Statements
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL
DISCLOSURE
|
The information required by Regulation S-K, Item 304(a) has previously been
reported and is hereby incorporated by reference from the Notice and Proxy
Statement for Annual Meeting of Stockholders to be held April 28,
2010. There have been no disagreements with our accountants, as
defined in Regulation S-K, Item 304(b).
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
We maintain controls and procedures designed to ensure that we are able to
collect the information we are required to disclose in the reports we file with
the SEC, and to process, summarize and disclose this information within the time
periods specified in the SEC rules. Based on an evaluation of our
disclosure controls and procedures, as of the end of the period covered by this
report, and conducted by our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, the Chief Executive Officer and
Chief Financial Officer believe that these controls and procedures are effective
to ensure that we are able to collect, process and disclose the information we
are required to disclose in our reports filed with the SEC within the required
time periods.
The certifications of our Chief
Executive Officer and Chief Financial Officer required under Section 302 of the
Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this
report.
Management’s
Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rules 13a-15(f) under
the Securities Exchange Act of 1934. Our internal control over
financial reporting is designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
Because of its inherent limitation, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework. Based on our assessment, we believe that as of
December 31, 2009, our internal control over financial reporting is effective
based on those criteria.
The effectiveness of internal control over financial reporting as of December
31, 2009, has been audited by Ernst & Young LLP, an independent registered
public accounting firm that also audited our Consolidated Financial
Statements. Ernst & Young LLP’s report on internal control over
financial reporting is included herein.
Changes
in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during
the fourth quarter ended December 31, 2009, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Directors
The schedule of directors is hereby incorporated by reference from the Notice
and Proxy Statement for Annual Meeting of Stockholders to be held April 28,
2010.
Executive
Officers
The schedule of executive officers is
hereby incorporated by reference from the Notice and Proxy Statement for Annual
Meeting of Stockholders to be held April 28, 2010.
Code of
Ethics
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer/controller,
and all other officers, employees and directors. Our code of ethics
is available on our Internet website at www.jbhunt.com. If
we make substantive amendments to this code of ethics or grant any waiver,
including any implicit waiver, we will disclose the nature of such amendment or
waiver on our website or in a report on Form 8-K within four days of such
amendment or waiver.
Corporate
Governance
In complying with the rules and
regulations required by the Sarbanes-Oxley Act of 2002, NASDAQ, Public Company
Accounting Oversight Board (PCAOB) and others, we have attempted to do so in a
manner that clearly meets legal requirements but does not create a bureaucracy
of forms, checklists and other inefficient or expensive
procedures. We have adopted a code of conduct, code of ethics,
whistleblower policy and charters for all of our Board of Director Committees
and other formal policies and procedures. Most of these items are
available on our Company website, www.jbhunt.com. If
we make significant amendments to our code of ethics or whistleblower policy, or
grant any waivers to these items, we will disclose such amendments or waivers on
our website or in a report on Form 8-K within four days of such
action.
Audit
Committee
The information required by Regulation
S-K, Item 407(d) is hereby incorporated by reference from the Notice and Proxy
Statement for Annual Meeting of Stockholders to be held April 28,
2010.
ITEM
11. EXECUTIVE COMPENSATION
The
information required for Item 11 is hereby incorporated by reference from the
Notice and Proxy Statement for Annual Meeting of Stockholders to be held April
28, 2010.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
information required for Item 12 is hereby incorporated by reference from the
Notice and Proxy Statement for Annual Meeting of Stockholders to be held April
28, 2010.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
The information required for
Item 13 is hereby incorporated by reference from Note 12, Affiliated Company, of
the Notes to Consolidated Financial Statements and from the Notice and Proxy
Statement for Annual Meeting of Stockholders to be held April 28,
2010.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required for
Item 14 is hereby incorporated by reference from the Notice and Proxy Statement
for Annual Meeting of Stockholders to be held April 28, 2010.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(A)
|
Financial
Statements, Financial Statement Schedules and
Exhibits:
|
The
financial statements included in Item 8 above are filed as part of this annual
report.
|
(2)
|
Financial
Statement Schedules
|
Schedule II – Valuation and Qualifying
Accounts (in millions)
Allowance
for Doubtful Accounts
and
Revenue Adjustments
for
the Years Ended:
|
Balance
at
Beginning
of Year
|
Charged
to Expense/
Against
Revenue
|
Write-Offs,
Net
of
Recoveries
|
Balance
at
End
of Year
|
|
|
December
31, 2007
|
$6.0
|
$8.6
|
$(9.7)
|
$4.9
|
December
31, 2008
|
4.9
|
8.9
|
(8.6)
|
5.2
|
December
31, 2009
|
5.2
|
11.6
|
(10.8)
|
6.0
|
All other
schedules have been omitted either because they are not applicable or because
the required information is included in our Consolidated Financial Statements or
the notes thereto.
The
response to this portion of Item 15 is submitted as a separate section of this
report on Form 10-K (“Exhibit Index”).
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Lowell,
Arkansas, on the 26th day of February, 2010.
|
J.B.
HUNT TRANSPORT SERVICES, INC.
(Registrant)
|
|
|
|
|
|
|
|
|
|
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By:
|
/s/ Kirk
Thompson |
|
|
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Kirk
Thompson
President
and Chief Executive Officer
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on the 26th day
of February, 2010, on behalf of the registrant and in the capacities
indicated.
/s/ Wayne Garrison
|
|
Member
of the Board of Directors
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Wayne
Garrison
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(Chairman)
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/s/ Gary C. George
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Member
of the Board of Directors
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Gary
C. George
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/s/ J. Bryan Hunt, Jr.
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Member
of the Board of Directors
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J.
Bryan Hunt, Jr.
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/s/ Coleman H. Peterson
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Member
of the Board of Directors
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Coleman
H. Peterson
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/s/ James L. Robo
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Member
of the Board of Directors
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James
L. Robo
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/s/ Sharilyn S. Gasaway
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Member
of the Board of Directors
|
Sharilyn
S. Gasaway
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|
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/s/ Kirk Thompson
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|
Member
of the Board of Directors
|
Kirk
Thompson
|
|
(President
and Chief Executive Officer)
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|
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/s/ Leland E. Tollett
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Member
of the Board of Directors
|
Leland
E. Tollett
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|
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/s/ John A. White
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Member
of the Board of Directors
|
John
A. White
|
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(Presiding
Director)
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/s/ David G. Mee
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Executive
Vice President, Finance and
|
David G. Mee
|
|
Administration,
Chief Financial Officer
|
|
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/s/ Donald G. Cope
|
|
Senior
Vice President, Controller,
|
Donald
G. Cope
|
|
Chief
Accounting Officer
|
EXHIBIT
INDEX
Exhibit
|
3.1
|
Amended
and Restated Articles of Incorporation of J.B. Hunt Transport Services,
Inc. dated May 19, 1988 (incorporated by reference from Exhibit 3.1 of the
Company’s Quarterly Report on Form 10-Q for the period ended March 31,
2005, filed April 29, 2005)
|
|
3.2
|
Restated
Bylaws of J.B. Hunt Transport Services, Inc. dated February 4, 2010
(incorporated by reference from Exhibit 3.0 of the Company’s current
report on Form 8-K, filed February 10,
2010)
|
|
10.1
|
Amended
and Restated Employee Retirement Plan (incorporated by reference from
Exhibit 99 of the Company’s Form S-8, filed December 30,
1994)
|
|
10.2
|
Amended
and Restated Management Incentive Plan (incorporated by reference from
Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2005, filed April 29,
2005)
|
|
10.3
|
Summary
of Compensation Arrangements with Named Executive
Officers
|
|
10.4
|
Senior
Revolving Credit Facility Agreement (incorporated by reference from
Exhibit 10.2 of the Company’s current report on Form 8-K, filed March 30,
2007)
|
|
10.5
|
Term
Loan Agreement (incorporated by reference from Exhibits 10.1 through 10.4
of the Company’s current report on Form 8-K, filed October 5,
2006)
|
|
10.6
|
Note
Purchase Agreement (incorporated by reference from Exhibit 10.1 of the
Company’s current report on Form 8-K, filed March 30,
2007)
|
|
10.7
|
Master
Note Purchase Agreement (incorporated by reference from Exhibit 10.1 of
the Company’s current report on Form 8-K, filed July 30,
2007)
|
|
21
|
Subsidiaries
of J.B. Hunt Transport Services,
Inc.
|
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23.1
|
Consent
of Ernst & Young LLP
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to Section
1350 of the Sarbanes-Oxley Act of
2002
|
INDEX TO
CONSOLIDATED FINANCIAL INFORMATION
|
PAGE
|
|
|
Management’s
Report on Internal Control Over Financial Reporting
|
33 |
|
|
Report
of Independent Registered Public Accounting Firm on Consolidated
Financial
|
|
Statements
|
34
|
|
|
Report
of Independent Registered Public Accounting Firm on Internal Control
Over
|
|
Financial
Reporting
|
35
|
|
|
Consolidated
Balance Sheets as of December 31, 2009 and 2008
|
36
|
|
|
Consolidated
Statements of Earnings for years ended December 31, 2009, 2008 and
2007
|
37
|
|
|
Consolidated
Statements of Stockholders’ Equity for years ended
|
|
December
31, 2009, 2008 and 2007
|
38
|
|
|
Consolidated
Statements of Cash Flows for years ended December 31, 2009, 2008 and
2007
|
39
|
|
|
Notes
to Consolidated Financial Statements
|
40
|
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
We are
responsible for the preparation, integrity and fair presentation of our
Consolidated Financial Statements and related information appearing in this
report. We take these responsibilities very seriously and are
committed to maintaining controls and procedures that are designed to ensure
that we collect the information we are required to disclose in our reports to
the SEC and to process, summarize and disclose this information within the time
periods specified by the SEC.
Based on
an evaluation of our disclosure controls and procedures, as of the end of the
period covered by this report, and conducted by our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, we
believe that our controls and procedures are effective to ensure that we are
able to collect, process and disclose the information we are required to
disclose in our reports filed with the SEC within the required time
periods.
We are
responsible for establishing and maintaining effective internal control over
financial reporting as defined in Rules 13a-15(f) under the Securities Exchange
Act of 1934. Our internal control over financial reporting is
designed to provide reasonable assurance to our management and Board of
Directors regarding the preparation and fair presentation of published financial
statements. Because of its inherent limitation, internal control over
financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. We assessed the effectiveness
of our internal control over financial reporting as of December 31,
2009. In making this assessment, we used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control – Integrated
Framework. Based on our assessment, we believe that as of
December 31, 2009, our internal control over financial reporting is effective
based on those criteria.
The effectiveness of internal control over financial reporting as of December
31, 2009, has been audited by Ernst & Young LLP, an independent registered
public accounting firm that also audited our Consolidated Financial
Statements. Ernst & Young LLP’s report on internal control over
financial reporting is included herein.
/s/ Kirk Thompson
|
/s/ David G. Mee
|
Kirk
Thompson
|
David
G. Mee
|
President
and Chief Executive Officer
|
Executive
Vice President, Finance and
|
|
Administration,
Chief Financial
Officer
|
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of J.B. Hunt Transport Services, Inc.
We have audited the accompanying consolidated balance sheets of J.B. Hunt
Transport Services, Inc. and subsidiaries as of December 31, 2009 and 2008, and
the related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the three years in the period ended December 31,
2009. Our audits also included the financial statement schedule
listed in the Index at Item 15(a). These financial statements and
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of J.B. Hunt Transport
Services, Inc. and subsidiaries at December 31, 2009 and 2008, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2009, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
As
reflected in the consolidated statements of stockholders’ equity, the Company
adopted Statement of Financial Accounting Standards Interpretation No. 48
“Accounting for Uncertainty in Income Taxes” (codified in FASB ASC Topic 740,
Income Taxes) in 2007.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), J.B. Hunt Transport Services, Inc.’s internal
control over financial reporting as of December 31, 2009, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated
February 26, 2010 expressed an unqualified opinion thereon.
Rogers,
Arkansas
February
26, 2010
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of J.B. Hunt Transport Services, Inc.
We have
audited J.B. Hunt Transport Services, Inc. and subsidiaries’ internal control
over financial reporting as of December 31, 2009, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). J.B. Hunt
Transport Services, Inc. and subsidiaries’ management is responsible for
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying “Management’s Report on Internal Control Over
Financial Reporting”. Our responsibility is to express an opinion on the
company’s internal control over financial reporting based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our
opinion, J.B. Hunt Transport Services, Inc. and subsidiaries maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2009, based on the COSO criteria.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of J.B. Hunt
Transport Services, Inc. and subsidiaries as of December 31, 2009 and 2008 and
the related consolidated statements of earnings, stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2009 and our
report dated February 26, 2010 expressed an unqualified opinion
thereon.
Rogers,
Arkansas
February
26, 2010
J.B.
HUNT TRANSPORT SERVICES, INC. AND SUBSIDIARIES
|
|
Consolidated
Balance Sheets
|
|
December
31, 2009 and 2008
|
|
(in
thousands, except share data)
|
|
|
|
Assets
|
|
2009
|
|
|
2008
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
7,843 |
|
|
$ |
2,373 |
|
Trade
accounts receivable, net
|
|
|
310,339 |
|
|
|
280,614 |
|
Inventories |
|
|
17,273 |
|
|
|
18,214 |
|
Assets
held for sale
|
|
|
3,192 |
|
|
|
17,843 |
|
Prepaid
licenses and permits
|
|
|
16,330 |
|
|
|
17,612 |
|
Prepaid
insurance
|
|
|
32,241 |
|
|
|
50,449 |
|
Other
current assets
|
|
|
5,247 |
|
|
|
9,182 |
|
Total
current assets
|
|
|
392,465 |
|
|
|
396,287 |
|
Property
and equipment, at cost:
|
|
|
|
|
|
|
|
|
Revenue
and service equipment
|
|
|
1,892,001 |
|
|
|
1,881,320 |
|
Land |
|
|
25,413 |
|
|
|
25,413 |
|
Structures
and improvements
|
|
|
125,023 |
|
|
|
122,753 |
|
Furniture
and office equipment
|
|
|
150,510 |
|
|
|
140,407 |
|
Total
property and equipment
|
|
|
2,192,947 |
|
|
|
2,169,893 |
|
Less
accumulated depreciation
|
|
|
748,276 |
|
|
|
783,363 |
|
Net
property and equipment
|
|
|
1,444,671 |
|
|
|
1,386,530 |
|
Other
assets
|
|
|
19,778 |
|
|
|
10,636 |
|
|
|
$ |
1,856,914 |
|
|
$ |
1,793,453 |
|
Liabilities
and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Current
portion of long-term debt
|
|
$ |
- |
|
|
$ |
118,500 |
|
Trade
accounts payable
|
|
|
191,347 |
|
|
|
196,059 |
|
Claims
accruals
|
|
|
18,545 |
|
|
|
18,095 |
|
Accrued
payroll
|
|
|
34,651 |
|
|
|
33,156 |
|
Other
accrued expenses
|
|
|
14,170 |
|
|
|
31,995 |
|
Deferred
income taxes
|
|
|
10,505 |
|
|
|
10,083 |
|
Total
current liabilities
|
|
|
269,218 |
|
|
|
407,888 |
|
Long-term
debt
|
|
|
565,000 |
|
|
|
515,000 |
|
Other
long-term liabilities
|
|
|
35,581 |
|
|
|
30,490 |
|
Deferred
income taxes
|
|
|
343,262 |
|
|
|
311,064 |
|
Total
liabilities
|
|
|
1,213,061 |
|
|
|
1,264,442 |
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, $100 par value. 10 million shares
authorized;
|
|
|
|
|
|
|
|
|
none
outstanding
|
|
|
- |
|
|
|
- |
|
Common
stock, $.01 par value. 1 billion shares
authorized;
|
|
|
|
|
|
|
|
|
(167,099,432
shares issued at December 31, 2009 and 2008, of which 127,241,968
shares |
|
|
|
|
|
|
|
|
and
126,062,115 shares were outstanding at December 31, 2009 and 2008,
respectively)
|
|
|
1,671 |
|
|
|
1,671 |
|
Additional
paid-in capital
|
|
|
176,009 |
|
|
|
170,931 |
|
Retained
earnings
|
|
|
1,423,820 |
|
|
|
1,343,077 |
|
Accumulated
other comprehensive loss
|
|
|
- |
|
|
|
(1,186 |
) |
Treasury
stock, at cost (39,857,464 shares at December 31, 2009,
|
|
|
|
|
|
|
|
|
and
41,037,317 shares at December 31, 2008)
|
|
|
(957,647 |
) |
|
|
(985,482 |
) |
Total
stockholders’ equity
|
|
|
643,853 |
|
|
|
529,011 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,856,914 |
|
|
$ |
1,793,453 |
|
See Notes
to Consolidated Financial Statements.
J.
B. HUNT TRANSPORT SERVICES, INC. AND SUBSIDIARIES
|
|
Consolidated
Statements of Earnings
|
|
Years
Ended December 31, 2009, 2008 and 2007
|
|
(in
thousands, except per share amounts)
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Operating
revenues, excluding fuel surcharge revenues
|
|
$ |
2,877,052 |
|
|
$ |
3,001,531 |
|
|
$ |
3,009,819 |
|
Fuel
surcharge revenues
|
|
|
326,269 |
|
|
|
730,412 |
|
|
|
480,080 |
|
Total
operating revenues
|
|
|
3,203,321 |
|
|
|
3,731,943 |
|
|
|
3,489,899 |
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rents
and purchased transportation
|
|
|
1,398,109 |
|
|
|
1,479,234 |
|
|
|
1,235,390 |
|
Salaries,
wages and employee benefits
|
|
|
798,272 |
|
|
|
859,588 |
|
|
|
888,594 |
|
Fuel
and fuel taxes
|
|
|
273,521 |
|
|
|
520,647 |
|
|
|
463,538 |
|
Depreciation
and amortization
|
|
|
189,045 |
|
|
|
202,288 |
|
|
|
205,133 |
|
Operating
supplies and expenses
|
|
|
151,887 |
|
|
|
158,202 |
|
|
|
155,893 |
|
Insurance
and claims
|
|
|
50,797 |
|
|
|
60,772 |
|
|
|
69,655 |
|
General
and administrative expenses, net of asset dispositions |
|
|
47,407 |
|
|
|
41,363 |
|
|
|
48,211 |
|
Operating
taxes and licenses
|
|
|
28,014 |
|
|
|
32,162 |
|
|
|
33,540 |
|
Communication
and utilities
|
|
|
18,298 |
|
|
|
19,269 |
|
|
|
21,156 |
|
|