Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A) Financial Statements, Financial Statement Schedules and Exhibits:
(1) Financial Statements
The financial statements included in Item 8 above are filed as part of this annual report.
(2) Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts (in millions)
| Allowance for Doubtful Accounts, Revenue Adjustments and Other 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, 2015 | $ | 9.5 | $ | 9.5 | $ | (9.1 | ) | $ | 9.9 | |||||||
| December 31, 2016 | 9.9 | 19.5 | (16.0 | ) | 13.4 | |||||||||||
| December 31, 2017 | 13.4 | 29.3 | (18.7 | ) | 24.0 |
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.
(3) Exhibits
The response to this portion of Item 15 is submitted as a separate section of this report on Form 10-K (Exhibit Index).
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Lowell, Arkansas, on the 23rd day of February, 2018.
| J.B. HUNT TRANSPORT SERVICES, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| By: | /s/ John N. Roberts, III | ||
| John N. Roberts, III | |||
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the 23rd day of February, 2018, on behalf of the registrant and in the capacities indicated.
| /s/ John N. Roberts, III | President and Chief Executive Officer, Member | |||
|---|---|---|---|---|
| John N. Roberts, III | of the Board of Directors | |||
| (Principal Executive Officer) | ||||
| /s/ David G. Mee | Executive Vice President, Finance and | |||
| David G. Mee | Administration, Chief Financial Officer and | |||
| Corporate Secretary | ||||
| (Principal Financial Officer) | ||||
| /s/ John Kuhlow | Senior Vice President Finance, Controller, | |||
| John Kuhlow | Chief Accounting Officer | |||
| /s/ Kirk Thompson | Chairman of the Board of Directors | |||
| Kirk Thompson | ||||
| /s/ James L. Robo | Member of the Board of Directors | |||
| James L. Robo | (Lead Director) | |||
| /s/ Douglas G. Duncan | Member of the Board of Directors | |||
| Douglas G. Duncan | ||||
| /s/ Francesca M. Edwardson | Member of the Board of Directors | |||
| Francesca M. Edwardson | ||||
| /s/ Wayne Garrison | Member of the Board of Directors | |||
| Wayne Garrison | ||||
| /s/ Sharilyn S. Gasaway | Member of the Board of Directors | |||
| Sharilyn S. Gasaway | ||||
| /s/ Gary C. George | Member of the Board of Directors | |||
| Gary C. George | ||||
| /s/ J. Bryan Hunt, Jr. | Member of the Board of Directors | |||
| J. Bryan Hunt, Jr. | ||||
| /s/ Coleman H. Peterson | Member of the Board of Directors | |||
| Coleman H. Peterson |
EXHIBIT INDEX
INDEX TO CONSOLIDATED FINANCIAL INFORMATION
| PAGE | |
|---|---|
| Management’s Report on Internal Control Over Financial Reporting | 30 |
| Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements | 31 |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | 32 |
| Consolidated Balance Sheets as of December 31, 2017 and 2016 | 33 |
| Consolidated Statements of Earnings for years ended December 31, 2017, 2016, and 2015 | 34 |
| Consolidated Statements of Stockholders’ Equity for years ended December 31, 2017, 2016, and 2015 | 35 |
| Consolidated Statements of Cash Flows for years ended December 31, 2017, 2016, and 2015 | 36 |
| Notes to Consolidated Financial Statements | 37 |
Management’s Report on Internal Control Over Financial Reporting
We are responsible for the preparation, integrity, and fair presentation of our Consolidated Financial Statements and related information appearing in this report. We take these responsibilities very seriously and are committed to maintaining controls and procedures that are designed to ensure that we collect the information we are required to disclose in our reports to the SEC and to process, summarize, and disclose this information within the time periods specified by the SEC.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this report, conducted by our management and with the participation of our Chief Executive Officer and Chief Financial Officer, we believe our controls and procedures are effective to ensure that we are able to collect, process, and disclose the information we are required to disclose in our reports filed with the SEC within the required time periods.
We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on our assessment, we believe that as of December 31, 2017, our internal control over financial reporting is effective based on those criteria.
The effectiveness of internal control over financial reporting as of December 31, 2017, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. Ernst & Young LLP’s report on internal control over financial reporting is included herein.
| /s/ John N. Roberts, III | /s/ David G. Mee | ||
|---|---|---|---|
| John N. Roberts, III | David G. Mee | ||
| President and Chief Executive Officer | Executive Vice President, Finance and | ||
| (Principal Executive Officer) | Administration, Chief Financial Officer | ||
| (Principal Financial Officer) |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of J.B. Hunt Transport Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of J.B. Hunt Transport Services, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2018, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Rogers, Arkansas
February 23, 2018
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of J.B. Hunt Transport Services, Inc.
Opinion on Internal Control over Financial Reporting
We have audited J.B. Hunt Transport Services, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, J.B. Hunt Transport Services, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of December 31, 2017 and 2016, the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”) of the Company and our report dated February 23, 2018, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Rogers, Arkansas
February 23, 2018
| J.B. HUNT TRANSPORT SERVICES, INC**.** | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Balance Sheets | ||||||||||||
| December 31, 2017 and 2016 | ||||||||||||
| (in thousands, except share data) |
| 2017**** | 2016**** | |||||||
|---|---|---|---|---|---|---|---|---|
| Asset****s | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 14,612 | $ | 6,377 | ||||
| Trade accounts receivable, net | 920,767 | 745,288 | ||||||
| Other receivables, net | 283,499 | 189,665 | ||||||
| Inventories | 20,688 | 18,577 | ||||||
| Prepaid expenses | 99,162 | 107,513 | ||||||
| Total current assets | 1,338,728 | 1,067,420 | ||||||
| Property and equipment, at cost: | ||||||||
| Revenue and service equipment | 4,158,878 | 3,820,439 | ||||||
| Land | 47,231 | 46,827 | ||||||
| Structures and improvements | 202,730 | 175,900 | ||||||
| Furniture and office equipment | 261,625 | 215,749 | ||||||
| Total property and equipment | 4,670,464 | 4,258,915 | ||||||
| Less accumulated depreciation | 1,687,133 | 1,440,124 | ||||||
| Net property and equipment | 2,983,331 | 2,818,791 | ||||||
| Goodwill | 39,764 | - | ||||||
| Other intangible assets, net | 73,691 | 2,356 | ||||||
| Other assets | 29,835 | 62,160 | ||||||
| Total assets | $ | 4,465,349 | $ | 3,950,727 | ||||
| Liabilities and Stockholders’ Equit****y | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | $ | 598,594 | $ | 384,308 | ||||
| Claims accruals | 251,980 | 231,484 | ||||||
| Accrued payroll | 42,382 | 51,929 | ||||||
| Other accrued expenses | 28,888 | 27,152 | ||||||
| Total current liabilities | 921,844 | 694,873 | ||||||
| Long-term debt | 1,085,649 | 986,278 | ||||||
| Other long-term liabilities | 76,661 | 64,881 | ||||||
| Deferred income taxes | 541,870 | 790,634 | ||||||
| Total liabilities | 2,626,024 | 2,536,666 | ||||||
| Commitments and contingencies (Note 10) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $100 par value. 10 million shares authorized; none outstanding | - | - | ||||||
| Common stock, $.01 par value. 1 billion shares authorized; (167,099,432 shares issued at December 31, 2017 and 2016, of which 109,753,008 shares and 111,305,021 shares were outstanding at December 31, 2017 and 2016, respectively) | 1,671 | 1,671 | ||||||
| Additional paid-in capital | 310,811 | 293,087 | ||||||
| Retained earnings | 3,803,844 | 3,218,943 | ||||||
| Treasury stock, at cost (57,346,424 shares at December 31, 2017, and 55,794,411 shares at December 31, 2016) | (2,277,001 | ) | (2,099,640 | ) | ||||
| Total stockholders’ equity | 1,839,325 | 1,414,061 | ||||||
| Total liabilities and stockholders' equity | $ | 4,465,349 | $ | 3,950,727 |
| See Notes to Consolidated Financial Statements. |
|---|
| J.B. HUNT TRANSPORT SERVICES, INC**.** | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Earnings | |||||||||||||
| Years Ended December 31, 2017, 2016 and 2015 | |||||||||||||
| (in thousands, except per share amounts) |
| 2017**** | 2016**** | 2015**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating revenues, excluding fuel surcharge revenues | $ | 6,435,858 | $ | 6,007,347 | $ | 5,516,282 | ||||||
| Fuel surcharge revenues | 753,710 | 548,112 | 671,364 | |||||||||
| Total operating revenues | 7,189,568 | 6,555,459 | 6,187,646 | |||||||||
| Operating expenses: | ||||||||||||
| Rents and purchased transportation | 3,650,806 | 3,255,692 | 2,994,586 | |||||||||
| Salaries, wages and employee benefits | 1,608,378 | 1,469,187 | 1,394,239 | |||||||||
| Depreciation and amortization | 383,518 | 361,510 | 339,613 | |||||||||
| Fuel and fuel taxes | 347,573 | 283,437 | 313,034 | |||||||||
| Operating supplies and expenses | 257,239 | 233,223 | 220,597 | |||||||||
| General and administrative expenses, net of asset dispositions | 125,878 | 87,053 | 72,522 | |||||||||
| Insurance and claims | 123,579 | 78,410 | 73,689 | |||||||||
| Operating taxes and licenses | 44,825 | 45,954 | 43,084 | |||||||||
| Communication and utilities | 23,983 | 19,973 | 20,588 | |||||||||
| Total operating expenses | 6,565,779 | 5,834,439 | 5,471,952 | |||||||||
| Operating income | 623,789 | 721,020 | 715,694 | |||||||||
| Interest income | 235 | 71 | 86 | |||||||||
| Interest expense | 28,785 | 25,294 | 25,577 | |||||||||
| Earnings before income taxes | 595,239 | 695,797 | 690,203 | |||||||||
| Income taxes | (91,024 | ) | 263,707 | 262,968 | ||||||||
| Net earnings | $ | 686,263 | $ | 432,090 | $ | 427,235 | ||||||
| Weighted average basic shares outstanding | 109,987 | 112,474 | 115,677 | |||||||||
| Basic earnings per share | $ | 6.24 | $ | 3.84 | $ | 3.69 | ||||||
| Weighted average diluted shares outstanding | 111,049 | 113,361 | 116,728 | |||||||||
| Diluted earnings per share | $ | 6.18 | $ | 3.81 | $ | 3.66 | ||||||
| Dividends declared per common share | $ | 0.92 | $ | 0.88 | $ | 0.84 |
| See Notes to Consolidated Financial Statements. |
|---|
| J.B. HUNT TRANSPORT SERVICES, INC**.** | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Stockholders' Equity | ||||||||||||||||||
| Years Ended December 31, 2017, 2016 and 2015 | ||||||||||||||||||
| (in thousands, except per share amounts) |
| Additional**** | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common**** | Paid-in**** | Retained**** | Treasury**** | Stockholders’**** | ||||||||||||||||
| Stock**** | Capital**** | Earnings**** | Stock**** | Equity**** | ||||||||||||||||
| Balances at December 31, 2014 | $ | 1,671 | $ | 247,641 | $ | 2,555,972 | $ | (1,600,761 | ) | $ | 1,204,523 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net earnings | - | - | 427,235 | - | 427,235 | |||||||||||||||
| Cash dividend declared and paid ($0.84 per share) | - | - | (97,364 | ) | - | (97,364 | ) | |||||||||||||
| Tax benefit of stock options exercised and restricted shares issued | - | 12,877 | - | - | 12,877 | |||||||||||||||
| Purchase of treasury shares | - | - | - | (262,275 | ) | (262,275 | ) | |||||||||||||
| Share-based compensation | - | 37,228 | - | - | 37,228 | |||||||||||||||
| Stock option exercises and restricted share issuances, net of stock repurchased for payroll taxes | - | (29,018 | ) | - | 7,146 | (21,872 | ) | |||||||||||||
| Balances at December 31, 2015 | $ | 1,671 | $ | 268,728 | $ | 2,885,843 | $ | (1,855,890 | ) | $ | 1,300,352 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net earnings | - | - | 432,090 | - | 432,090 | |||||||||||||||
| Cash dividend declared and paid ($0.88 per share) | - | - | (98,990 | ) | - | (98,990 | ) | |||||||||||||
| Tax benefit of stock options exercised and restricted shares issued | - | 7,044 | - | - | 7,044 | |||||||||||||||
| Purchase of treasury shares | - | - | - | (249,760 | ) | (249,760 | ) | |||||||||||||
| Share-based compensation | - | 40,625 | - | - | 40,625 | |||||||||||||||
| Stock option exercises and restricted share issuances, net of stock repurchased for payroll taxes | - | (23,310 | ) | - | 6,010 | (17,300 | ) | |||||||||||||
| Balances at December 31, 2016 | $ | 1,671 | $ | 293,087 | $ | 3,218,943 | $ | (2,099,640 | ) | $ | 1,414,061 | |||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net earnings | - | - | 686,263 | - | 686,263 | |||||||||||||||
| Cash dividend declared and paid ($0.92 per share) | - | - | (101,362 | ) | - | (101,362 | ) | |||||||||||||
| Purchase of treasury shares | - | - | - | (179,813 | ) | (179,813 | ) | |||||||||||||
| Share-based compensation | - | 38,291 | - | - | 38,291 | |||||||||||||||
| Restricted share issuances, net of stock repurchased for payroll taxes | - | (20,567 | ) | - | 2,452 | (18,115 | ) | |||||||||||||
| Balances at December 31, 2017 | $ | 1,671 | $ | 310,811 | $ | 3,803,844 | $ | (2,277,001 | ) | $ | 1,839,325 |
| See Notes to Consolidated Financial Statements. |
|---|
| J.B. HUNT TRANSPORT SERVICES, INC**.** | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Cash Flows | |||||||||||||||
| Years Ended December 31, 2017, 2016 and 2015 | |||||||||||||||
| (in thousands) |
| 2017**** | 2016**** | 2015**** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||||||
| Net earnings | $ | 686,263 | $ | 432,090 | $ | 427,235 | ||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 383,518 | 361,510 | 339,613 | |||||||||
| Share-based compensation | 38,291 | 40,625 | 37,228 | |||||||||
| (Gain)/loss on sale of revenue equipment and other | 7,370 | 5,490 | (1,281 | ) | ||||||||
| Advance deposit impairment | 20,240 | - | - | |||||||||
| Deferred income taxes | (248,764 | ) | 50,414 | 80,427 | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Trade accounts receivable | (166,111 | ) | (120,994 | ) | 8,011 | |||||||
| Income taxes receivable or payable | (45,542 | ) | 60,956 | 3,055 | ||||||||
| Other current assets | 69,462 | (37,101 | ) | (26,493 | ) | |||||||
| Trade accounts payable | 85,237 | 60,818 | 8,600 | |||||||||
| Claims accruals | 25,021 | 5,524 | 7,502 | |||||||||
| Accrued payroll and other accrued expenses | 168 | (5,189 | ) | (10,589 | ) | |||||||
| Net cash provided by operating activities | 855,153 | 854,143 | 873,308 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Additions to property and equipment | (526,928 | ) | (638,430 | ) | (725,122 | ) | ||||||
| Proceeds from sale of equipment | 16,413 | 153,174 | 168,686 | |||||||||
| Business acquisition | (136,879 | ) | - | - | ||||||||
| Change in other assets | (3,888 | ) | (132 | ) | (20,096 | ) | ||||||
| Net cash used in investing activities | (651,282 | ) | (485,388 | ) | (576,532 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuances of long-term debt | - | - | 349,129 | |||||||||
| Payments on long-term debt | - | - | (250,000 | ) | ||||||||
| Proceeds from revolving lines of credit and other | 2,716,155 | 1,715,427 | 2,110,800 | |||||||||
| Payments on revolving lines of credit and other | (2,612,501 | ) | (1,724,365 | ) | (2,138,466 | ) | ||||||
| Purchase of treasury stock | (179,813 | ) | (249,760 | ) | (262,275 | ) | ||||||
| Stock option exercises and other | 1,100 | 1,341 | 2,978 | |||||||||
| Stock repurchased for payroll taxes | (19,215 | ) | (18,641 | ) | (24,850 | ) | ||||||
| Tax benefit of stock options exercised and restricted shares issued | - | 7,044 | 12,877 | |||||||||
| Dividends paid | (101,362 | ) | (98,990 | ) | (97,364 | ) | ||||||
| Net cash used in financing activities | (195,636 | ) | (367,944 | ) | (297,171 | ) | ||||||
| Net increase/(decrease) in cash and cash equivalents | 8,235 | 811 | (395 | ) | ||||||||
| Cash and cash equivalents at beginning of year | 6,377 | 5,566 | 5,961 | |||||||||
| Cash and cash equivalents at end of year | $ | 14,612 | $ | 6,377 | $ | 5,566 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid during the year for: | ||||||||||||
| Interest | $ | 28,785 | $ | 24,800 | $ | 27,245 | ||||||
| Income taxes | $ | 190,783 | $ | 143,634 | $ | 163,304 | ||||||
| Noncash investing activities | ||||||||||||
| Accruals for equipment received | $ | 53,026 | $ | 13,522 | $ | 32,038 |
| See Notes to Consolidated Financial Statements. |
|---|
Notes to Consolidated Financial Statements
| 1. | Business |
|---|
J.B. Hunt Transport Services, Inc. is one of the largest surface transportation and delivery service companies in North America. We operate four distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers. We generate revenues from the actual movement of freight from shippers to consignees, customized labor and delivery services, and serving as a logistics provider by offering or arranging for others to provide the transportation service. Unless otherwise indicated by the context, “we,” “us,” “our” and “JBHT” refer to J.B. Hunt Transport Services, Inc. and its consolidated subsidiaries.
| 2. | Summary of Significant Accounting Policies |
|---|
Basis of Consolidation
Our Consolidated Financial Statements include all of our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. J.B. Hunt Transport Services, Inc. is a parent-level holding company with no significant assets or operations. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of J.B. Hunt Transport Services, Inc. and is the primary operating subsidiary. All other subsidiaries of J.B. Hunt Transport Services, Inc. are minor.
Use of Estimates
The Consolidated Financial Statements contained in this report have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these statements requires us to make estimates and assumptions that directly affect the amounts reported in such statements and accompanying notes. We evaluate these estimates on an ongoing basis utilizing historical experience, consulting with experts and using other methods we consider reasonable in the particular circumstances. Nevertheless, our actual results may differ significantly from our estimates.
We believe certain accounting policies and estimates are of more significance in our financial statement preparation process than others. We believe the most critical accounting policies and estimates include the economic useful lives and salvage values of our assets, provisions for uncollectible accounts receivable, estimates of exposures under our insurance and claims policies, and estimates for taxes. To the extent that actual, final outcomes are different from our estimates, or that additional facts and circumstances cause us to revise our estimates, our earnings during that accounting period will be affected.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2017 presentation format. Insurance receivables for claims in excess of self-insurance levels, which were previously offset against our claims accruals, have been reclassed to other receivables, resulting in a $121.7 million increase in other receivables and a corresponding increase in claims accruals in our Consolidated Balance Sheet at December 31, 2016.
Cash and Cash Equivalents
Cash in excess of current operating requirements is invested in short-term, highly liquid investments. We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Accounts Receivable and Allowance
Our trade accounts receivable includes accounts receivable reduced by an allowance for uncollectible accounts and revenue adjustments. Receivables are recorded at amounts billed to customers when loads are delivered or services are performed. The allowance for uncollectible accounts and revenue adjustments is based on historical experience, as well as any known trends or uncertainties related to customer billing and account collectability. The adequacy of our allowance is reviewed quarterly. Balances are charged against the allowance when it is determined the receivable will not be recovered. The allowance for uncollectible accounts and revenue adjustments for our trade accounts receivable was $15.4 million and $13.4 million at December 31, 2017 and 2016, respectively. The allowance for uncollectible accounts for our other receivables was $8.6 million at December 31, 2017.
Inventory
Our inventories consist primarily of revenue equipment parts, tires, supplies, and fuel, and are valued using the lower of average cost or market.
Investments in Marketable Equity Securities
Our investments consist of marketable equity securities stated at fair value and are designated as either trading securities or available-for-sale securities at the time of purchase based upon the intended holding period. Changes in the fair value of our trading securities are recognized currently in “general and administrative expenses, net of asset dispositions” in our Consolidated Statements of Earnings. Changes in the fair value of our available-for-sale securities are recognized in “accumulated other comprehensive income” on our Consolidated Balance Sheets, unless we determine that an unrealized loss is other-than-temporary. If we determine that an unrealized loss is other-than-temporary, we recognize the loss in earnings. Cost basis is determined using average cost.
At December 31, 2017 and 2016, we had no available-for-sale securities. See Note 8, Employee Benefit Plans, for a discussion of our trading securities.
Property and Equipment
Depreciation of property and equipment is calculated on the straight-line method over the estimated useful lives of 4 to 10 years for tractors, 7 to 20 years for trailing equipment, 10 to 40 years for structures and improvements, and 3 to 10 years for furniture and office equipment. Salvage values are typically 10% to 30% of original cost for tractors and trailing equipment and reflect any agreements with tractor suppliers for residual or trade-in values for certain new equipment. We capitalize tires placed in service on new revenue equipment as a part of the equipment cost. Replacement tires and costs for recapping tires are expensed at the time the tires are placed in service. Gains and losses on the sale or other disposition of equipment are recognized at the time of the disposition and are classified in general and administrative expenses, net of asset dispositions in the Consolidated Statements of Earnings.
We continually evaluate the carrying value of our assets for events or changes in circumstances that indicate the carrying value may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
Revenue Recognition
We recognize revenue based on relative transit time in each reporting period and as other services are provided, with expenses recognized as incurred. 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 selection of third-party transportation providers to the extent used to satisfy customer freight requirements.
Derivative Instruments
We periodically utilize derivative instruments to manage exposure to changes in interest rates. At inception of a derivative contract, we document relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively.
Income Taxes
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. We record valuation allowances for deferred tax assets to the extent we believe these assets are not more likely than not to be realized through the reversal of existing taxable temporary differences, projected future taxable income, or tax-planning strategies. We record a liability for unrecognized tax benefits when the benefits of tax positions taken on a tax return are not more likely than not to be sustained upon audit. Interest and penalties related to uncertain tax positions are classified as interest expense in the Consolidated Statements of Earnings.
Earnings Per Share
We compute basic earnings per share by dividing net earnings available to common stockholders by the actual weighted average number of common shares outstanding for the reporting period. Diluted earnings per share reflect the potential dilution that could occur if holders of unvested restricted and performance share units or options exercised or converted their holdings into common stock. Outstanding unvested restricted share units and stock options represent the dilutive effects on weighted average shares. A reconciliation of the number of shares used in computing basic and diluted earnings per share is shown below (in thousands):
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Weighted average shares outstanding – basic | 109,987 | 112,474 | 115,677 | |||||||||
| Effect of common stock equivalents | 1,062 | 887 | 1,051 | |||||||||
| Weighted average shares outstanding – diluted | 111,049 | 113,361 | 116,728 |
Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, include trade receivables. For each of the years ended December 31, 2017, 2016, and 2015, our top 10 customers, based on revenue, accounted for approximately 29% of our total revenue. Our top 10 customers, based on revenue, accounted for approximately 31% and 28% of our total trade accounts receivable at December 31, 2017 and 2016, respectively. We had no individual customers with revenues greater than 10% of total revenues.
Share-based Compensation
We have a share-based compensation plan covering certain employees, including officers and directors. We account for share-based compensation utilizing the fair value recognition provisions of current accounting standards for share-based payments. We currently utilize restricted share units and performance share units and in the past have also utilized nonstatutory stock options. Issuances of our stock upon restricted share unit and performance share unit vesting or share option exercise are made from treasury stock. Our restricted share unit and performance share unit awards may include both graded-vesting and cliff-vesting awards and therefore vest in increments during the requisite service period or at the end of the requisite service period, as appropriate for each type of vesting. We recognize compensation expense on a straight-line basis over the requisite service periods within each award. The benefit for the forfeiture of an award is recorded in the period in which it occurs.
Claims Accruals
We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. We are substantially self-insured for loss of and damage to our owned and leased revenue equipment. Certain insurance arrangements include a level of self-insurance (deductible) coverage applicable to each claim. We have umbrella policies to limit our exposure to catastrophic claim costs.
The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, and claim type. For 2015 through 2017, we were self-insured for $500,000 per occurrence for personal injury and property damage and self-insured for $100,000 per workers’ compensation claim. We have policies in place for 2018 with substantially the same terms as our 2017 policies for personal injury, workers’ compensation, and cargo and property damage.
Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal, economic, and regulatory factors. Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability. This process involves the use of loss-development factors based on our historical claims experience and includes a contractual premium adjustment factor, if applicable. In doing so, the recorded liability considers future claims growth and provides an allowance for incurred-but-not-reported claims. We do not discount our estimated losses. At December 31, 2017 and 2016, we had an accrual of approximately $238 million and $220 million, respectively, for estimated claims. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of self-insurance levels on covered claims. At December 31, 2017 and 2016, we have recorded $256 million and $254 million, respectively, of expected reimbursement for covered excess claims, insurance premiums and other insurance deposits.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in a business combination. Goodwill and intangible assets with indefinite lives are not amortized. Goodwill is reviewed, using a market based approach, for potential impairment as of _October 1_st on an annual basis or, more frequently, if circumstances indicate a potential impairment is present. Intangible assets with finite lives are amortized on the straight-line method over the estimated useful lives of 5 to 10 years.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes virtually all existing revenue recognition guidance. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of ASU 2014-09, one year to interim and annual periods beginning after December 15, 2017. Early adoption was permitted after the original effective date of December 15, 2016.
Our implementation team has completed the process of contract review and documentation in accordance with the standard. We will adopt this new standard in the first quarter 2018, using the modified retrospective transition approach. We do not expect the standard to have a material impact on our financial statements, although additional disclosures will be required.
In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a lease liability for most leases in the balance sheet as well as other qualitative and quantitative disclosures. ASU 2016-02 is to be applied using a modified retrospective method and is effective for interim and annual periods beginning after December 15, 2018, but early adoption is permitted. We are currently evaluating the potential effects of the adoption of this update on our financial statements. See Note 10, Commitments and Contingencies, in our Consolidated Financial Statements for discussion of our remaining obligations under operating lease arrangements.
Accounting Pronouncements Adopted in 201****7
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which amended and simplified certain aspects of accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments were effective for interim and annual periods beginning after December 15, 2016. The application methods used in adoption varied with each component of the standard. We prospectively adopted ASU 2016-09 during the first quarter 2017, which, upon vesting of share-based awards, resulted in the recognition of excess tax benefits or tax deficiencies from share-based compensation as a discrete item in our income tax expense. Historically, these amounts were recorded as additional paid-in capital. Effectively all of our outstanding share-based awards as of December 31, 2017 vest within the third quarter of the vesting year, and accordingly, we recognized an excess tax benefit of $4.9 million during the third quarter 2017. In addition, cash flows from excess tax benefits from share-based compensation, which historically have been reported as cash flows from financing activities, are now reported, on a prospective basis, as cash flows from operating activities in our Consolidated Statement of Cash Flows. The remaining amendments within the standard had no impact on our Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test. Instead, this update requires an entity to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value. ASU 2017-04 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for impairment measurement tests occurring after January 1, 2017, and accordingly, we early adopted ASU 2017-04 in 2017, which did not have a material impact on our financial statements.
| 3. | Financing Arrangements |
|---|
Outstanding borrowings, net of unamortized discount, unamortized debt issuance cost, and fair value swap, under our current financing arrangements consist of the following (in millions):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||||
| Senior revolving line of credit | $ | 241.4 | $ | 139.0 | ||||
| Senior notes | 844.2 | 847.3 | ||||||
| Total long-term debt | $ | 1,085.6 | $ | 986.3 |
Aggregate maturities of long-term debt subsequent to December 31, 2017, are as follows: $249.9 million in 2019, $241.4 million in 2020, and $594.3 million thereafter.
Senior Revolving Line of Credit
At December 31, 2017, we were authorized to borrow up to $500 million under a senior revolving line of credit, which is supported by a credit agreement with a group of banks and expires in September 2020. This senior credit facility allows us to request an increase in the total commitment by up to $250 million and to request a one-year extension of the maturity date. The applicable interest rate under this agreement is based on either the Prime Rate, the Federal Funds Rate, or LIBOR, depending upon the specific type of borrowing, plus an applicable margin based on our credit rating and other fees. At December 31, 2017, we had $242.2 million outstanding at an average interest rate of 2.52% under this agreement.
Senior Notes
Our senior notes consist of three separate issuances. The first and second issuances are $250 million of 2.40% senior notes due March 2019 and $250 million of 3.85% senior notes due March 2024, respectively, both of which were issued in March 2014. Interest payments under both notes are due semiannually in March and September of each year. The third issuance is $350 million of 3.30% senior notes due August 2022, issued in August 2015. Interest payments under this note are due semiannually in February and August of each year, beginning February 2016. All three senior notes were issued by J.B. Hunt Transport Services, Inc., a parent-level holding company with no significant assets or operations. The notes are guaranteed on a full and unconditional basis by a wholly owned subsidiary. All other subsidiaries of the parent are minor. We registered these offerings and the sale of the notes under the Securities Act of 1933, pursuant to a shelf registration statement filed in February 2014. All notes are unsecured obligations and rank equally with our existing and future senior unsecured debt. We may redeem for cash some or all of the notes based on a redemption price set forth in the note indenture. See Note 4, Derivative Financial Instruments, for terms of interest rate swaps entered into on the $250 million of 2.40% senior notes due March 2019 and the $350 million of 3.30% senior notes due August 2022.
Our financing arrangements require us to maintain certain covenants and financial ratios. We were in compliance with all covenants and financial ratios at December 31, 201__7.
| 4. | Derivative Financial Instruments |
|---|
We periodically utilize derivative instruments for hedging and non-trading purposes to manage exposure to changes in interest rates and to maintain an appropriate mix of fixed and variable-rate debt. At inception of a derivative contract, we document relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge effectiveness. If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively.
We entered into receive fixed-rate and pay variable-rate interest rate swap agreements simultaneously with the issuance of our $250 million of 2.40% senior notes due March 2019 and $350 million of 3.30% senior notes due August 2022, to effectively convert this fixed-rate debt to variable-rate. The notional amounts of these interest rate swap agreements equal those of the corresponding fixed-rate debt. The applicable interest rates under these agreements is based on LIBOR plus an established margin, resulting in an interest rate of 2.43% for our $250 million of 2.40% senior notes and 2.77% for our $350 million of 3.30% senior notes at December 31, 2017. The swaps expire when the corresponding senior notes are due. The fair values of these swaps are recorded in other assets and other long-term liabilities in our Consolidated Balance Sheet at December 31, 2017. See Note 9, Fair Value Measurements, for disclosure of fair value. These derivatives meet the required criteria to be designated as fair value hedges and as the specific terms and notional amounts of these derivative instruments match those of the fixed-rate debt being hedged, these derivative instruments are assumed to perfectly hedge the related debt against changes in fair value due to changes in the benchmark interest rate. Accordingly, any change in the fair value of these interest rate swaps recorded in earnings is offset by a corresponding change in the fair value of the related debt.
| 5. | Capital Stock |
|---|
We have one class of preferred stock and one class of common stock. We had no outstanding shares of preferred stock at December 31, 2017 or 2016. Holders of shares of common stock are entitled to receive dividends when and if declared by the Board of Directors and are entitled to one vote per share on all matters submitted to a vote of the stockholders. On January 24, 2018, we announced an increase in our quarterly cash dividend from $0.23 to $0.24 per share, which will be paid February 23, 2018, to stockholders of record on February 9, 2018. At December 31, 2017, we had 1.6 million shares of common stock to be issued upon the vesting of equity awards and 6.8 million shares reserved for future issuance pursuant to share-based payment plans. During calendar year 2017, we purchased approximately 1.9 million shares, or $179.8 million, of our common stock in accordance with plans authorized by our Board. At December 31, 2017, we had $521.4 million available under an authorized plan to purchase our common stock.
| 6. | Share-based Compensation |
|---|
We maintain a Management Incentive Plan (the “Plan”) that provides various share-based financial methods to compensate our key employees with shares of our common stock or common stock equivalents. Under the Plan, as amended, we have, from time to time, utilized restricted share units, performance share units, restricted shares, and nonstatutory stock options to compensate our employees and directors. We currently are utilizing restricted and performance share units.
Our restricted share units have various vesting schedules generally ranging from 3 to 10 years when awarded. These restricted share units do not contain rights to vote or receive dividends until the vesting date. Unvested restricted share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Restricted share units are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.
Our performance share units vest based on the passage of time (generally 2 to 10 years) and achievement of performance criteria. Performance share units do not contain rights to vote or receive dividends until the vesting date. Unvested performance share units are forfeited if the employee terminates for any reason other than death, disability, or special circumstances as determined by the Compensation Committee. Performance shares are valued based on the fair value of the award on the grant date, adjusted for dividend estimates based on grant date dividend rates.
In the past, nonstatutory stock options have been granted to key employees for the purchase of our common stock for 100% of the fair market value of the common stock at the grant date as awarded by the Compensation Committee. These options generally vested over a 10-year period and were forfeited immediately if the employee terminated for any reason other than death, disability or retirement after age 55. We did not grant any stock options during the years ended December 31, 2017, 2016, and 2015.
An employee is allowed to surrender shares of common stock received upon vesting to satisfy tax withholding obligations incident to the vesting of restricted share units and performance share units.
We account for our restricted share units, performance share units, and stock options in accordance with current accounting standards for share-based payments. These standards require that the cost of all share-based payments to employees, including grants of employee stock options, be recognized in our Consolidated Financial Statements based on the grant date fair value of those awards. This cost is recognized over the period for which an employee is required to provide service in exchange for the award, subject to the attainment of performance metrics established for performance share units. Share-based compensation expense is recorded in salaries, wages, and employee benefits in our Consolidated Statements of Earnings, along with other compensation expenses to employees. The following table summarizes the components of our share-based compensation program expense (in thousands):
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Restricted share units | ||||||||||||
| Pretax compensation expense | $ | 28,679 | $ | 29,938 | $ | 27,898 | ||||||
| Tax benefit | (4,385 | ) | 11,347 | 10,629 | ||||||||
| Restricted share units, net of tax | $ | 33,064 | $ | 18,591 | $ | 17,269 | ||||||
| Performance share units | ||||||||||||
| Pretax compensation expense | $ | 9,612 | $ | 10,687 | $ | 9,330 | ||||||
| Tax benefit | (1,470 | ) | 4,050 | 3,555 | ||||||||
| Performance share awards, net of tax | $ | 11,082 | $ | 6,637 | $ | 5,775 |
A summary of our restricted share units, performance share units, and nonstatutory stock options is as follows:
| Restricted Share Units | Number of Shares | Weighted Average Grant Date Fair Value | ||||||
|---|---|---|---|---|---|---|---|---|
| Unvested at December 31, 2014 | 1,940,998 | $ | 51.74 | |||||
| Granted | 390,143 | 74.86 | ||||||
| Vested | (783,483 | ) | 39.45 | |||||
| Forfeited | (30,908 | ) | 54.89 | |||||
| Unvested at December 31, 2015 | 1,516,750 | $ | 63.96 | |||||
| Granted | 540,746 | 75.03 | ||||||
| Vested | (520,619 | ) | 54.78 | |||||
| Forfeited | (34,221 | ) | 69.14 | |||||
| Unvested at December 31, 2016 | 1,502,656 | $ | 71.16 | |||||
| Granted | 158,319 | 90.06 | ||||||
| Vested | (380,702 | ) | 67.29 | |||||
| Forfeited | (37,745 | ) | 75.13 | |||||
| Unvested at December 31, 2017 | 1,242,528 | $ | 74.71 |
| Performance Share Units | Number of Shares | Weighted Average Grant Date Fair Value | ||||||
|---|---|---|---|---|---|---|---|---|
| Unvested at December 31, 2014 | 433,895 | $ | 62.23 | |||||
| Granted | 160,574 | 74.37 | ||||||
| Vested | (103,796 | ) | 58.28 | |||||
| Forfeited | - | - | ||||||
| Unvested at December 31, 2015 | 490,673 | $ | 67.04 | |||||
| Granted | 142,114 | 74.71 | ||||||
| Vested | (148,733 | ) | 62.84 | |||||
| Forfeited | - | - | ||||||
| Unvested at December 31, 2016 | 484,054 | $ | 70.58 | |||||
| Granted | - | - | ||||||
| Vested | (155,867 | ) | 68.27 | |||||
| Forfeited | - | - | ||||||
| Unvested at December 31, 2017 | 328,187 | $ | 71.68 |
| Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding at December 31, 2014 | 98 | $ | 20.40 | 0.86 | $ | 6.3 | ||||||||||
| Exercised | (95 | ) | 20.35 | - | 5.8 | |||||||||||
| Forfeited | (1 | ) | 24.27 | - | - | |||||||||||
| Outstanding at December 31, 2015 | 2 | $ | 20.76 | 0.05 | $ | 0.1 | ||||||||||
| Exercised | (2 | ) | 20.76 | - | - | |||||||||||
| Forfeited | - | - | - | - | ||||||||||||
| Outstanding at December 31, 2016 | - | - | - | - |
At December 31, 2017, we had $49.8 million and $9.7 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is expected to be recognized on a straight-line basis over the remaining weighted average vesting period of approximately 3.6 years for restricted share units and 2.2 years for performance share units.
The aggregate intrinsic value of restricted and performance share units vested and options exercised during the years ended December 31, 2017, 2016, and 2015, was $49.3 million, $56.7 million, and $80.8 million, respectively. The aggregate intrinsic value of unvested restricted and performance share units was $180.6 million at December 31, 2017. The total fair value of shares vested for restricted share, performance share, and stock option awards during the years ended December 31, 2017, 2016, and 2015, was $36.4 million, $38.1 million, and $37.3 million, respectively.
| 7. | Income Taxes |
|---|
Income tax expense attributable to earnings before income taxes consists of (in thousands):
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Current: | ||||||||||||
| Federal | $ | 134,284 | $ | 191,422 | $ | 160,235 | ||||||
| State and local | 23,456 | 21,871 | 22,306 | |||||||||
| 157,740 | 213,293 | 182,541 | ||||||||||
| Deferred: | ||||||||||||
| Federal | (261,592 | ) | 45,846 | 71,292 | ||||||||
| State and local | 12,828 | 4,568 | 9,135 | |||||||||
| (248,764 | ) | 50,414 | 80,427 | |||||||||
| Total tax expense/(benefit) | $ | (91,024 | ) | $ | 263,707 | $ | 262,968 |
Income tax expense attributable to earnings before income taxes differed from the amounts computed using the statutory federal income tax rate of 35% as follows (in thousands):
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Income tax at federal statutory rate | $ | 208,334 | $ | 243,529 | $ | 241,571 | ||||||
| State tax, net of federal effect | 18,334 | 19,165 | 18,671 | |||||||||
| Federal tax reform | (309,223 | ) | - | - | ||||||||
| Benefit of stock compensation | (4,907 | ) | - | - | ||||||||
| 199/R&D credit | (7,056 | ) | - | - | ||||||||
| Nondeductible meals and entertainment | 1,374 | 1,419 | 1,420 | |||||||||
| Change in effective state tax rate, net of federal benefit | 3,403 | (1,055 | ) | 1,761 | ||||||||
| Other, net | (1,283 | ) | 649 | (455 | ) | |||||||
| Total tax expense | $ | (91,024 | ) | $ | 263,707 | $ | 262,968 |
The Tax Cuts and Jobs Act (the Act) was enacted in December 2017. Beginning in 2018, the Act reduces the U.S. federal corporate tax rate from 35% to 21%. At December 31, 2017, we had not completed our accounting for the tax effects of enactment of the Act. However, we have made a reasonable estimate of the effects on our existing deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The provisional amount recorded resulting from the remeasurement of our deferred tax balance was $309.2 million, which is included as a component of income tax from continuing operations. We are still refining our calculations for our 2017 federal income tax return, which will be filed based on the law prior to the Act, and could potentially affect the measurement of these balances. Remaining aspects of the Act are not relevant to our operations.
Income taxes receivable was $61.3 million and $15.7 million at December 31, 2017 and 2016, respectively. These amounts have been included in other receivables in our Consolidated Balance Sheets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016, are presented below (in thousands):
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | |||||||
| Deferred tax assets: | ||||||||
| Insurance accruals | $ | 27,700 | $ | 34,788 | ||||
| Allowance for doubtful accounts | 6,605 | 2,347 | ||||||
| Compensation accrual | 3,661 | 10,443 | ||||||
| Deferred compensation accrual | 17,620 | 26,062 | ||||||
| Federal benefit of state uncertain tax positions | 8,681 | 14,085 | ||||||
| State NOL carry-forward | 4,944 | 3,444 | ||||||
| Other | 3,134 | 3,853 | ||||||
| Total gross deferred tax assets | 72,345 | 95,022 | ||||||
| Valuation allowance | (4,944 | ) | (3,444 | ) | ||||
| Total deferred tax assets, net of valuation allowance | 67,401 | 91,578 | ||||||
| Deferred tax liabilities: | ||||||||
| Plant and equipment, principally due to differences in depreciation | 566,396 | 831,555 | ||||||
| Prepaid permits and insurance, principally due to expensing for income tax purposes | 28,089 | 37,119 | ||||||
| Other | 14,786 | 13,538 | ||||||
| Total gross deferred tax liabilities | 609,271 | 882,212 | ||||||
| Net deferred tax liability | $ | 541,870 | $ | 790,634 |
Guidance on accounting for uncertainty in income taxes prescribes recognition and measurement criteria and requires that we assess whether the benefits of our tax positions taken are more likely than not of being sustained under tax audits. We have made adjustments to the balance of unrecognized tax benefits, a component of other long-term liabilities on our Consolidated Balance Sheets, as follows (in millions):
| December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||||||||
| Beginning balance | $ | 35.4 | $ | 32.0 | $ | 31.6 | ||||||
| Additions based on tax positions related to the current year | 11.6 | 10.3 | 9.4 | |||||||||
| Additions/(reductions) based on tax positions taken in prior years | 5.4 | (3.2 | ) | (2.5 | ) | |||||||
| Reductions due to settlements | (2.4 | ) | (0.4 | ) | (3.0 | ) | ||||||
| Reductions due to lapse of applicable statute of limitations | (4.7 | ) | (3.3 | ) | (3.5 | ) | ||||||
| Ending balance | $ | 45.3 | $ | 35.4 | $ | 32.0 |
At December 31, 201__7 and 2016, we had a total of $45.3 million and $35.4 million, respectively, in gross unrecognized tax benefits. Of these amounts, $37.5 million and $23.0 million represent the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate in 2017 and 2016, respectively. Interest and penalties related to income taxes are classified as interest expense in our Consolidated Statements of Earnings. The amount of accrued interest and penalties recognized during the years ended December 31, 2017, 2016, and 2015, was $2.1 million, $1.9 million, and $1.9 million, respectively. Future changes to unrecognized tax benefits will be recognized as income tax expense and interest expense, as appropriate. The total amount of accrued interest and penalties for such unrecognized tax benefits at December 31, 2017 and 2016, was $3.6 million and $4.4 million, respectively.
Tax years 201__4 and forward remain subject to examination by federal tax jurisdictions, while tax years 2007 and forward remain open for state jurisdictions.
8. Employee Benefit Plans
We maintain a defined contribution employee retirement plan, which includes a 401(k) option, under which all employees are eligible to participate. We match a specified percentage of employee contributions, subject to certain limitations. For the years ended December 31, 2017, 2016, and 2015, our matching contributions to the plan were $16.7 million, $15.6 million, and $14.7 million, respectively.
We have a nonqualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. The compensation deferred under this plan is credited with earnings or losses on investments elected by plan participants. Each participant is fully vested in all deferred compensation and earnings; however, these amounts are subject to general creditor claims until actually distributed to the employee. A participant may elect to receive deferred amounts in one payment or in quarterly installments payable over a period of 2 to 25 years upon reaching age 55, having 15 years of service, or becoming disabled. Our total liability under this plan was $16.4 million as of December 31, 2017, and $14.9 million as of December 31, 2016. These amounts are included in other long-term liabilities in our Consolidated Balance Sheets. Participant withholdings are held by a trustee and invested in equity securities as directed by participants. These investments are classified as trading securities and recorded at fair value. Realized and unrealized gains and losses are recognized currently in earnings. The investments are included in other assets in our Consolidated Balance Sheets and totaled $16.4 million as of December 31, 2017, and $14.9 million as of December 31, 2016.
9. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2). The following are assets and liabilities measured at fair value on a recurring basis (in millions):
| Asset/(Liability) Balance | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||||||
| 2017 | 2016 | Input Level | ||||||||||
| Trading investments | $ | 16.4 | $ | 14.9 | 1 | |||||||
| Interest rate swaps | $ | (1.4 | ) | $ | 2.9 | 2 | ||||||
| Senior notes, net of unamortized discount and debt issuance costs | $ | (595.6 | ) | $ | (599.0 | ) | 2 |
The fair value of trading investments has been measured using the market approach (Level 1) and reflect quoted market prices. The fair values of interest rate swaps and corresponding senior notes have been measured using the income approach (Level 2), which include relevant interest rate curve inputs. Trading investments are classified in other assets in our Consolidated Balance Sheets. Depending on their period end fair value, interest rate swaps are classified in other assets or other long-term liabilities in our Consolidated Balance Sheets. The senior notes are classified in long-term debt in our Consolidated Balance Sheets.
Financial Instruments
The carrying amount of our senior revolving line of credit and remaining senior notes not measured at fair value on a recurring basis was $490.0 million and $387.3 million at December 31, 2017 and 2016, respectively. The estimated fair value of these liabilities using the income approach (Level 2), based on their net present value, discounted at our current borrowing rate, was $506.3 million and $402.3 million at December 31, 2017 and 2016, respectively.
In 2017, we remeasured an advance deposit previously made for the purchase of new trailing equipment from a carrying amount of $20.2 million to a fair value of zero, due the manufacturer not being able to meet delivery. The resulting charge is included in general and administrative expenses, net of asset dispositions in our Consolidated Statements of Earnings. The carrying amounts of all other instruments at December 31, 2017 and 2016, approximate their fair value due to the short maturity of these instruments.
| 10. | Commitments and Contingencies |
|---|
As of December 31, 2017, we had approximately $74.2 million of obligations remaining under operating lease arrangements related primarily to terminal and support facilities. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2017, are approximately $74.2 million, with payment streams as follows (in millions): 2018 - $24.5; 2019 - $18.6; 2020 - $15.0; 2021 - $8.8; 2022 - $4.2; and thereafter - $3.1.
Total rent expense was $64.3 million in 2017, $44.1 million in 2016, and $39.5 million in 2015. At December 31, 2017, we had outstanding commitments of approximately $797.6 million, net of proceeds from sales or trade-ins during 2018 and 2019, which is primarily related to the acquisition of containers, chassis, and tractors.
During 20__17, we issued financial standby letters of credit as a guaranty of our performance under certain operating agreements and self-insurance arrangements. If we default on our commitments under the agreements or other arrangements, we are required to perform under these guaranties. The undiscounted maximum amount of our obligation to make future payments in the event of defaults is approximately $4.4 million as of December 31, 2017.
We are a defendant in certain class-action lawsuits in which the plaintiffs are current and former California-based drivers who allege claims for unpaid wages, failure to provide meal and rest periods, and other items. During the first half of 2014, the District Court in the lead class-action granted judgment in our favor with regard to all claims. The plaintiffs appealed the case to the United States Court of Appeals for the Ninth Circuit. In July 2017, the Ninth Circuit issued a Memorandum decision vacating the judgment in our favor and remanding the case to the District Court for further proceedings. The Ninth Circuit denied our Petition for Rehearing En Banc in November 2017, and the case has been reassigned to the United States District Court for the Central District of California for further proceedings according to the schedule entered by the Court. In February 2018, we filed a Petition for a Writ of Certiorari in the Supreme Court of the United States seeking review of the Ninth Circuit’s decision. The overlapping claims in the other lawsuits remain stayed pending final resolution of the appellate process or a final decision in the lead class-action case. We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from these lawsuits, however, as of December 31, 2017, we have recorded a $10 million reserve representing an amount we deem acceptable for the settlement of these claims.
In January 2017, we exercised our right to utilize the arbitration process to review the division of revenue collected beginning May 1, 2016, as well as to clarify other issues, under our Joint Service Agreement with BNSF Railway Company (BNSF). BNSF has requested the same, and the arbitration process has commenced. BNSF provides a significant amount of rail transportation services to our JBI business segment. At this time, we are unable to reasonably predict the outcome of the arbitration, and, as such, no gain or loss contingency can be determined or recorded. Normal commercial business activity between the parties, including load tendering, load tracing, billing and payments, has continued and is expected to continue on a timely basis.
We are involved in certain other 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 these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.
1__1. Acquisition
On July 20, 2017, we entered into an agreement to acquire Special Logistics Dedicated, LLC (SLD), and its affiliated entities, subject to customary closing conditions. The purchase price was $136.0 million with no assumption of debt. The closing of the transaction was effective on July 31, 2017. Total consideration paid in cash under the SLD agreement was $137.6 million and consisted of the agreed upon purchase price adjusted for an estimated working capital adjustment and cash acquired. In addition, we incurred approximately $3.1 million in transaction costs which are recorded in general and administrative expenses, net of asset dispositions in our Consolidated Statements of Earnings. The SLD acquisition was accounted for as a business combination. Assets acquired and liabilities assumed were recorded in our Consolidated Balance Sheet at their estimated fair values, as of the closing date, using cost, market data and valuation techniques that reflect management’s judgment and estimates. As a result of the acquisition, we recorded approximately $76 million of finite-lived intangible assets and approximately $40 million of goodwill. Goodwill consists of acquiring and retaining the SLD existing network and expected synergies from the combination of operations. The following table outlines the consideration transferred and preliminary purchase price allocation at their respective estimated fair values as of _December 31, 2017 (_in millions):
| Consideration | $ | 137.6 | ||
|---|---|---|---|---|
| Cash | 0.7 | |||
| Accounts receivable | 9.4 | |||
| Other current assets | 1.4 | |||
| Property and equipment | 14.9 | |||
| Intangibles | 75.5 | |||
| Accounts payable | (3.9 | ) | ||
| Accrued Liabilities | (0.2 | ) | ||
| Goodwill | $ | 39.8 |
As of December 31, 2017, the purchase price allocation is considered preliminary, subject to revision, as valuation procedures and tax considerations are completed.
As this acquired business is not significant to our consolidated results of operations and financial position, pro forma financial information has not been presented. The results of the acquired operations after the respective acquisition date have been included in our Consolidated Statements of Earnings.
| 12. | Goodwill and Other Intangible Assets |
|---|
As discussed in Note 11, Acquisitions, we recorded goodwill of approximately $40 million and additional finite-lived intangible assets of approximately $76 million in connection with the SLD acquisition. All goodwill was assigned to our Dedicated Contract Services® business segment. The initial carrying amount of goodwill recorded in the third quarter of 2017, was subsequently reduced during the fourth quarter of 2017, as our valuation procedures and tax considerations were more refined. No impairment losses have been recorded for goodwill as of December 31, 2017. Prior to the SLD acquisition, our only intangible asset consisted of our purchased LDC network access within our Dedicated Contract Services® segment. Identifiable intangible assets consist of the following (in millions):
| Weighted Average | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | Amortization | |||||||||||
| 2017 | 2016 | Period | ||||||||||
| Finite-lived intangibles: | ||||||||||||
| Non-competition agreements | $ | 0.2 | $ | - | 5 | |||||||
| Customer relationships | 75.3 | - | 10 | |||||||||
| LDC Network | 10.5 | 10.5 | 10 | |||||||||
| Total finite-lived intangibles | 86.0 | 10.5 | ||||||||||
| Less accumulated amortization | (12.3 | ) | (8.1 | ) | ||||||||
| Total identifiable intangible assets, net | $ | 73.7 | $ | 2.4 |
Our finite-lived intangible assets have no assigned residual values.
During the years ending December 31, 2017, 2016, and 2015, intangible asset amortization expense was $4.2 million, $1.0 million and $1.0 million, respectively. Estimated amortization expense for our finite-lived intangible assets is expected to be approximately $8.6 million for 2018, $7.8 million for 2019, and $7.6 million for 2020 through 2022. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment or accelerated amortization of intangible assets, and other events.
| 1__3. | Segment Information |
|---|
We have four reportable business segments – Intermodal (JBI), Dedicated Contract Services® (DCS), Integrated Capacity Solutions (ICS), and Truckload (JBT) – which are based primarily on the services each segment provides. The JBI segment includes freight that is transported by rail over at least some portion of the movement and also includes certain repositioning truck freight moved by JBI equipment or third-party carriers, when such highway movement is intended to direct JBI equipment back toward intermodal operations. DCS segment business includes company-owned and customer-owned, DCS-operated revenue equipment and employee drivers assigned to a specific customer, traffic lane, or service. DCS operations usually include formal, written longer-term agreements or contracts that govern services performed and applicable rates. ICS provides non-asset and asset-light transportation solutions to customers through relationships with third-party carriers and integration with JBHT-owned equipment. ICS services include flatbed, refrigerated, and LTL, as well as a variety of dry-van and intermodal solutions. JBT business includes full-load, dry-van freight that is typically transported utilizing company-owned or company-controlled revenue equipment. This freight is typically transported over roads and highways and does not move by rail. All transactions between reporting segments are eliminated in consolidation.
Our customers are geographically dispersed across the United States. A summary of certain segment information as of December 31 is presented below (in millions):
| Assets (Excludes intercompany accounts) | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| JBI | $ | 2,108 | $ | 2,032 | ||||
| DCS | 1,182 | 951 | ||||||
| ICS | 204 | 136 | ||||||
| JBT | 283 | 279 | ||||||
| Other (includes corporate) | 688 | 553 | ||||||
| Total | $ | 4,465 | $ | 3,951 |
| Revenues | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| JBI | $ | 4,084 | $ | 3,796 | $ | 3,665 | ||||||
| DCS | 1,719 | 1,533 | 1,451 | |||||||||
| ICS | 1,025 | 852 | 699 | |||||||||
| JBT | 378 | 388 | 386 | |||||||||
| Total segment revenues | 7,206 | 6,569 | 6,201 | |||||||||
| Intersegment eliminations | (16 | ) | (14 | ) | (13 | ) | ||||||
| Total | $ | 7,190 | $ | 6,555 | $ | 6,188 |
| Operating Income | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| JBI | $ | 407 | $ | 450 | $ | 477 | ||||||
| DCS | 171 | 205 | 163 | |||||||||
| ICS | 23 | 36 | 36 | |||||||||
| JBT | 23 | 30 | 40 | |||||||||
| Total | $ | 624 | $ | 721 | $ | 716 |
| Depreciation and Amortization Expense | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| JBI | $ | 163 | $ | 160 | $ | 148 | ||||||
| DCS | 158 | 143 | 133 | |||||||||
| JBT | 41 | 41 | 42 | |||||||||
| Other | 22 | 18 | 17 | |||||||||
| Total | $ | 384 | $ | 362 | $ | 340 |
1__4. Quarterly Financial Information (Unaudited)
As further discussed in Note 7, Income Taxes, our fourth quarter 2017, net earnings and earnings per share include the effect of a $309.2 million provisional amount recorded as a component of income tax expense from continuing operations resulting from the remeasurement of our deferred tax balance due to the enactment of the Tax Cuts and Jobs Act. Operating results by quarter for the years ended December 31, 2017 and 2016 are as follows (in thousands, except per share data):
| Quarter | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| First | Second | Third | Fourth | |||||||||||||
| 2017: | ||||||||||||||||
| Operating revenues | $ | 1,629,158 | $ | 1,726,915 | $ | 1,843,334 | $ | 1,990,160 | ||||||||
| Operating income | $ | 149,389 | $ | 163,615 | $ | 164,972 | $ | 145,814 | ||||||||
| Net earnings | $ | 102,702 | $ | 97,869 | $ | 100,385 | $ | 385,308 | ||||||||
| Basic earnings per share | $ | 0.93 | $ | 0.89 | $ | 0.92 | $ | 3.51 | ||||||||
| Diluted earnings per share | $ | 0.92 | $ | 0.88 | $ | 0.91 | $ | 3.48 | ||||||||
| 2016: | ||||||||||||||||
| Operating revenues | $ | 1,528,712 | $ | 1,615,026 | $ | 1,690,659 | $ | 1,721,062 | ||||||||
| Operating income | $ | 167,890 | $ | 175,792 | $ | 182,977 | $ | 194,361 | ||||||||
| Net earnings | $ | 100,098 | $ | 105,011 | $ | 109,425 | $ | 117,556 | ||||||||
| Basic earnings per share | $ | 0.89 | $ | 0.93 | $ | 0.97 | $ | 1.05 | ||||||||
| Diluted earnings per share | $ | 0.88 | $ | 0.92 | $ | 0.97 | $ | 1.05 |
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