Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2019. There is clear and compelling evidence that modern e-commerce consumers demand convenient and fully transparent delivery services. Data may be intentionally delayed pursuant to supplier requirements. This increase in gross profit margin was partially offset by higher personnel costs, higher technology development costs, and increase bad debt expense due to a customer bankruptcy. 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. We specialize in the design, development, and execution of supply chain solutions that support a variety of transportation networks. It is not meaningful to compare the amount of fuel surcharge revenue or the change in fuel surcharge revenue between reporting periods to fuel and fuel taxes expense, or the change of fuel expense between periods, as a significant portion of fuel cost is included in our payments to railroads, dray carriers and other third parties. The applicable interest rate under this swap agreement is based on LIBOR plus an established margin. The following table sets forth information concerning restricted share units vested during 2019. The Committee also considers total aggregate Board compensation and other factors when making recommendations to the Board for approval. Integrated Capacity Solutions (ICS) - ICS provides non-asset and asset-light transportation solutions to customers through relationships with third-party carriers and integration with company-owned equipment. talent to achieve and maintain a leading position in its industry. Other Directorships (Prev. DCS segment revenue increased 25% to $2.69 billion in 2019, from $2.16 billion in 2018. During the first and fourth quarters of 2019, we completed two separate business acquisitions. The long-term,equity-based awards utilize restricted share units. 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 Board of Directors unanimously recommends a vote forproposal number two. As previously described in their biographies, current members and director nominees of our Board represent diverse backgrounds of business and academic experience. By providing your email address below, you are providing consent to J.B. Hunt Transport Inc. to send you the requested Investor Email Alert updates. Recommendation: The Board has determined that Ms. Gasaway's experience in accounting, finance, mergers and acquisitions, and regulatory matters, all gained through her extended tenures within the financial environment, which provide unquestionable value to the Company, qualify her to continue to serve as a Director of the Company. The amounts of self-insurance change from time to time based on measurement dates, policy expiration dates, and claim type. We have policies in place for 2020 with substantially the same terms as our 2019 policies for personal injury, property damage, workers' compensation, and cargo loss or damage. Intercompany balances and transactions have been eliminated in consolidation. Accordingly, any change in the fair value of this interest rate swap recorded in earnings is offset by a corresponding change in the fair value of the related debt. the Company's overall performance during prior calendar years and its future objectives and challenges. Other Directorships (Prev. Under current stock exchange rules, brokers who do not have instructions from their customers may not use their discretion in voting their customers' shares on certain specific matters that are not considered to be "routine" matters, including the election of directors, executive compensation and other significant matters. Lowell-based carrier J.B. Hunt Transport Services Inc. recently opened a 132,883-square-foot Training and Technology Center. Average length of haul increased 2% in 2019 when compared to 2018. The Executive Compensation Committee (the Compensation Committee) shall: None of the individuals serving on the Compensation Committee has ever been an officer or employee of the Company. The Company has not adopted a policy requiring all compensation to be deductible. Further, the Board of Directors believes that providing such information could be used by special interest groups to pressure the Company to oppose actions taken by these organizations or to stop supporting positions or initiatives that are in the best interests of the Company and its stockholders, employees, and customers, and such efforts could be counter to the Company's best interests to the extent it diverts management's focus from the operation of our business. We believe we have always held ourselves to a high standard in these areas, however we also acknowledge that our outreach efforts can improve. As of December 31, 2019, we had no derivative financial instruments to reduce our exposure to fuel-price fluctuations. Grants of performance-based restricted share units are typically made annually. J.B tem 7A. * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 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 2nd day of March 2020. These additions to the J.B. Hunt family will help us get a foothold in service and market areas faster than what we could establish organically. Your shares will be voted in accordance with the directions you specify. What Should I Do If I Receive More Than One Set Of Voting Materials? Our total consolidated operating revenues increased 19.8% to $8.61 billion in 2018, compared to $7.19 billion in 2017, primarily due to overall increased load volume and higher revenue per load in all four of our segments. Director candidates submitted by stockholders must contain at least the following information: In addition, the Recommending Stockholder and the Candidate must submit, with the recommendation, a signed statement agreeing and acknowledging that: For a complete list of the information that must be included in director recommendations submitted by stockholders, please see the "Directorship Guidelines and Selection Policy" on the "Corporate Governance" page of the "Investors" section of our website at jbhunt.com. We have also periodically utilized capital and operating leases for revenue equipment. The Company is in a highly regulated industry, and actions by elected officials can have a significant impact on our industry and our business. If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant expenditures or abandon certain activities, which could have a material adverse effect on our business and operating results. The effectiveness of internal control over financial reporting as of December 31, 2019, has been audited by Ernst & Young LLP, an independent registered public accounting firm that also audited our Consolidated Financial Statements. Management's Report on Internal Control Over Financial Reporting. This benefit is based on the actual cost of the services. The following table outlines the consideration transferred and purchase price allocation at their respective estimated fair values as of February 15, 2019 (in millions): On November 26, 2019, we entered into an asset purchase agreement to acquire substantially all of the assets and assume certain specified liabilities of the affiliated entities of RDI Last Mile Co. (RDI), subject to customary closing conditions. We conducted our audits in accordance with the standards of the PCAOB. Truckload (JBT) - JBT business includes full-load,dry-van freight that is typically transported utilizing company- owned or company-controlled revenue equipment. As a result, some of these programs have a time lag between when fuel costs change and when this change is reflected in revenues. J B Hunt Transport Services : Annual Reports - 2019. Matterwhich is primarily related to casualty and workers' compensation claims, inclusive of amounts expected to be paid by the Company's insurers above its self-insured retention limits. Revenue per load excluding fuel surcharges increased approximately 6% compared to 2018. Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected. ): Rand Logistics, Inc. Nonemployee Director Compensation Program. The Company makes no representation as to the accuracy of the information reported in such beneficial ownership reports. Management believes hair testing serves as a more accurate and stringent standard to base an individual's habitual drug usage and has resulted in a material reduction in unfavorable results from random and post-accident tests. The Compensation Committee will consider stockholders' concerns and take them into account when designing future executive compensation programs. The Corporate Governance Committee is charged with the responsibility of reviewing and preapproving all related- party transactions (as defined in SEC regulations) and periodically reassessing any related-party transaction entered into by the Company. We have also invested significantly in the development of our Marketplace for J.B. Hunt 360 online freight matching platform, through which we are generating an increasing amount of revenue. The Company does not provide Company-owned cars to executives. Certain Relationships and Related Transactions. Our effective income tax rate was 23.6% in 2018 and (15.29%) in 2017. LOWELL, Ark.-- ( BUSINESS WIRE )--J.B. Hunt Transport Services, Inc., (NASDAQ: JBHT) announced today that it expects to issue fourth quarter 2020 earnings Our development of technology is leading operational and structural changes inside of our business and is a long- term strategic investment that will propel our growth in new markets. As required by applicable law, the Company will post on the "Corporate Governance" page of the "Investors" section of its website at jbhunt.com any amendments or waivers of any provision of this Code of Ethics made for the benefit of executive officers or directors of the Company. The increase in 2019 was primarily due to a reduction in discreet tax benefits recognized related to share-based compensation vesting, partially offset by favorable settlements of state income tax audits during 2019. In addition, during this and other regularly scheduled meetings throughout the year, the Compensation Committee meets to: Management also advises the full Board, including the Compensation Committee members, throughout the year of any new issues and developments regarding executive compensation. oversee the performance of the Company's internal audit function. We believe our liquid assets, cash generated from operations, and various financing arrangements will provide sufficient funds for our operating and capital requirements for the foreseeable future. As a company, we support numerous initiatives that reflect the values most important to our customers, employees and communities in which we operate. In 2020, we will release shipment booking and pricing features in Shipper 360 that will lead the industry and create new growth opportunities for J.B. Hunt. review the Company's annual and quarterly financial statements, including disclosures made in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in periodic reports filed with the SEC. Operating income of our DCS segment increased to $193 million in 2018, from $171 million in 2017. The Committee established stretch goals for 2019 at all levels, requiring performance above the Company's approved budget for 2019, in order to achieve any payouts under the plan. Trucking and transportation company J.B. Hunt Transport Services ( JBHT -0.41%) reported earnings Oct. 15. After submitting your request, you will receive an activation email to the requested email address. the ability to contribute to the mix of skills, core competencies, diversity, and qualifications of the Board through expertise in one or more of the following areas: service as a senior officer of, or a trusted adviser to senior management of, a publicly held company. Effective January 1, 2018, under the Tax Cuts and Jobs Act, the exception for performance-based compensation was eliminated, and compensation paid to the Chief Financial Officer is now subject to the $1 million deduction limitation. The Tax Cuts and Jobs Act (the Act) was enacted in December 2017. Total direct compensation for executive officers, including the NEOs, consists of one or more of the following components: The Compensation Committee, with recommendations from management, works to create what it believes is the best mix of these components in delivering total direct compensation. We had no off-balance sheet arrangements, other than our net purchase commitments of $938 million, as of December 31, 2019. Prior to her current position, she served as Nationwide's Executive Vice President and Chief Human Resources Officer from 2009 to 2012. For purposes of this vote, a failure to vote, a vote to abstain or withholding your vote (or direction to your broker to do so) is not counted as a vote cast and, therefore, will have no effect on the outcome of this vote. These amounts have been included in other receivables in our Consolidated Balance Sheets. The 2019 annual PGI bonus payout targets compared with actual reported results and actual payouts were as follows: No annual payout was made under the PGI bonus plan for 2019. J.B We operate a significant number of tractors, trucks, containers, chassis, and trailers in connection with our business. Our total compensation package should be strongly competitive with other transportation and logistics companies. The Company has stood at the forefront of environmentally-friendly transportation services and has undertaken a variety of green initiatives throughout the business. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. Principal Occupation: J.B. Hunt Transport Services, Inc. We maintain controls and procedures designed to ensure that the information we are required to disclose in the reports we file with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC rules, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. While J.B. Hunt has adopted various ad-hoc initiatives to reduce fuel consumption, the Company states these initiatives are not part of an overarching strategy, it does not have a low-carbon transition plan, and it does not use climate-related scenario analysis to inform its business strategy. Total compensation should be tied to and vary with performance and responsibility, both at the Company and individual level, in achieving financial, operational and strategic objectives. Brands,Inc.The Annual Meeting will be held Thursday,May 14, 2020, at 9:00a.m., local time, in theYUM! 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. She also served as Alltel's Corporate Controller and Principal Accounting Officer from 2002 to 2006. However, due to the analogous nature of the two identified individuals' compensation and job profiles, the Company concluded that the remaining regional driver continued to represent the appropriate "median employee" of the Company as previously determined during our 2017 analysis of our employee population. the Candidate consents to being a director candidate and, if nominated and elected, he or she will serve as a director representing all of the Company's stockholders in accordance with applicable laws and the Company's Articles of Incorporation and Bylaws. These options are included in the calculation of our operating lease right-of-use asset and liability when it becomes reasonably certain the option will be exercised. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. In 2019, the executive management team advanced these efforts with the establishment of a committee led by our Chief Operations Officer, Craig Harper, who reports directly to our CEO on the progress of advancing our sustainability initiative. We have successfully shown companies that this mission-critical area can be operationally and cost-effectively outsourced while presenting some new advantages, including capital redeployment and risk management. Depreciation and amortization expense increased 14.5% in 2019, primarily due to equipment purchased related to new DCS long-term customer contracts. Contractual business was approximately 70% of the total load volume and 48% of the total revenue in 2018, compared to 70% of the total load volume and 53% of the total revenue in 2017. The Company does not have a policy or practice of either timing equity-based compensation grants to current or new executive officers, or timing the release of material, nonpublic information to affect the value of executive compensation. Once presented to the Board, the financial budget and bonus plan matrices remain fixed, though management continually reforecasts expectations based on actual results and on changing facts and assumptions. Our employees, their families and our communities expect us to be a fair, balanced workplace that respects the needs of all the people who are in, or affected by, the company. The Company's equity-based and non-equityincentive-based awards are granted to the NEOs based upon pre-established performance goals set annually by the Compensation Committee with a performance period equal to the calendar year for which the performance goals are set. A reconciliation of the number of shares used in computing basic and diluted earnings per share is shown below (in thousands): Weighted average shares outstanding - basic, Weighted average shares outstanding - diluted. 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. Goodwill and intangible assets with indefinite lives are not amortized. delivery services (drayage) are handled by our company-owned tractors for the majority of our intermodal loads, while third-party dray carriers are used where economical. 5 Yrs. otherwise comply with its responsibilities and duties as set forth in the Company's Compensation Committee Charter. We are involved in certain other claims and pending litigation arising from the normal conduct of business. the principal occupation or employment of the Candidate for the past five years. The Compensation Committee believes that performance-based restricted share units must be sufficient in size to provide a strong, long-term performance and retention incentive for executives and to increase their vested interest in the Company. ICS operates 37 remote sales offices or branches, as well as on-site logistics personnel working in direct contact with customers. We believe the ability to attract, retain and provide appropriate incentives for professional personnel, including the senior executive officers and other key employees of the Company, is essential to maintaining the Company's leading competitive position, thereby providing for the long-term success of the Company. In 2017, the Compensation Committee moved the timing of annual, The value of personal aircraft usage reported above is based on the Company's actual invoiced amount from NetJets for the variable costs incurred on each trip. In fulfilling its duties, the Audit Committee, among other things, shall: The Board has determined that each member of the Audit Committee satisfies the independence and other requirements for audit committee membership of the NASDAQ corporate governance listing standards and SEC requirements. The Fourth National Climate Assessment (2018) reports that with continued growth in emissions, "annual losses in some U.S. economic sectors are projected to reach hundreds of billions of dollars by 2100.". JBI also manages a fleet of 4,989 company-owned tractors, 570 independent contractor trucks, and 6,376 company drivers. In 2017, J.B. Hunt made its first acquisition in over 26 years with the purchase of Special Logistics Dedicated, LLC. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and procedures described in the Proxy Statement. review the Company's plan for succession of management, adoption of Corporate Governance Guidelines, including director attendance expectations, and. We have not identified any impairment to our assets at December 31, 2019. We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. Further, these agencies could institute new laws, rules or regulations or issue interpretation changes to existing regulations at any time. Unless otherwise indicated in the footnotes below, "beneficially owned" means the sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or direct the disposition of a security. With J.B. Hunt 360 the opportunity to shape the next phase of transportation management is upon us. In 2019, the following compensation paid was not deductible by the Company: Derivative Trading, Hedging, Pledging and Trading Plans, The Company has a policy that prohibits directors, officers and other covered employees from engaging in short sales or in transactions involving derivatives based on the Company's common stock, such as option contracts, straddles, collars, hedges and writing puts or calls. 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): Additions based on tax positions related to the current year, Additions/(reductions) based on tax positions taken in prior years, Reductions due to lapse of applicable statute of limitations, At December 31, 2019 and 2018, we had a total of $50.6 million and $52.2 million, respectively, in gross. Prior to the engagement of the independent auditor for next year's audit, management will submit to the Audit Committee for approval an aggregate of services expected to be rendered during that year for each of four categories of services: Prior to the engagement, the Audit Committee preapproves these services by category of service. Instead, we believe that the interests of our stockholders will be best served by us continuing to build a profitable business while continuing our current environmental initiatives and efforts, many of which are governed by federal, state and local regulatory requirements, without introducing stockholder requirements to publicly disclose our strategic goals and plans. Certain weather conditions such as ice and snow can disrupt our operations. Base salaries are not directly related to specific measures of corporate performance, but are determined by the relevance of experience, the scope and complexity of the position, current job responsibilities, retention and peer group salaries. J.B. Hunt Transport Services, Inc. Announces Fourth Quarter 2020

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