What changed in this filing

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Item 1. Financial Statements

2025-10-24 compared with 2025-07-24 · 166 added, 148 removed, 445 unchanged (41% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating revenues, excluding fuel surcharge revenues

23 unchanged sentences

(in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

24 unchanged sentences

HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Shareholders' Equity

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except per share amounts)

Three Months Ended June 30, 2024 and 2025

Shareholders’

Balances at March 31, 2024

Three Months Ended September 30, 2025 and 2024

Stockholders’

Balances at June 30, 2024

Comprehensive income:

3 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at September 30, 2024

Balances at June 30, 2025

Balances at March 31, 2025

Comprehensive income:

3 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2025

Six Months Ended June 30, 2024 and 2025

Shareholders’

Balances at September 30, 2025

Nine Months Ended September 30, 2025 and 2024

Stockholders’

Balances at December 31, 2023

4 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2024

Balances at September 30, 2024

Balances at December 31, 2024

4 unchanged sentences

Restricted share issuances, net of stock repurchased for payroll taxes and other

Balances at June 30, 2025

Balances at September 30, 2025

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

3 unchanged sentences

Share-based compensation

Loss on sale of revenue equipment and other

Net loss on sale of revenue equipment and other assets

Deferred income taxes

8 unchanged sentences

Additions to property and equipment

Net proceeds from sale of equipment

Business acquisition

Proceeds from sale of equipment

Proceeds from sale of investment

Business acquisitions

Net cash used in investing activities

27 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes:

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes:

Improvements to Income Tax Disclosures, which enhances income tax disclosures to provide more transparency about income tax information, primarily related to the rate reconciliation and income taxes paid by jurisdiction information.

These disclosures will include consistent categories and greater disaggregation of information in the rate reconciliation and require income taxes paid to be disaggregated by jurisdiction as well as additional amendments to improve the effectiveness of income tax disclosures.

The new standard is effective prospectively for us on January 1, 2025, for annual periods, with retrospective adoption permitted.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

The new standard became effective prospectively for us on January 1, 2025, for annual periods, with retrospective adoption permitted.

We do not anticipate the adoption of this accounting pronouncement to have a material impact on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.

The standard became effective prospectively for us on January 1, 2027, for annual periods, and January 1, 2028, for interim periods, with retrospective adoption permitted.

The standard becomes effective prospectively for us on January 1, 2027, for annual periods, and January 1, 2028, for interim periods, with retrospective adoption permitted.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software, which clarified and modernizes the accounting for costs related to internal-use software.

The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs.

The standard becomes effective for us on January 1, 2028, for annual and interim periods and may be adopted on a prospective basis, a modified basis for in-process projects, or a retrospective basis.

We are currently evaluating the impact of the adoption of this accounting pronouncement on our financial statements.

Earnings Per Share

1 unchanged sentence

Diluted earnings per share reflects the potential dilution that could occur if holders of unvested restricted and performance share units converted their holdings into common stock.

The dilutive effect of restricted and performance share units was 0.5 million and 0.6 million shares during the three and six months ended June 30, 2025, compared to 0.8 million shares during the three and six months ended June 30, 2024.

The dilutive effect of restricted and performance share units was 0.7 million and 0.6 million shares during the three and nine months ended September 30, 2025, respectively, compared to 0.8 million shares during the three and nine months ended September 30, 2024.

Share-based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Restricted share units:

4 unchanged sentences

Performance share unit expense, net of tax

As of June 30, 2025, we had $ 80.4 million and $ 40.3 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 2.7 years for restricted share units and 2.3 years for performance share units.

During the six months ended June 30, 2025, we issued 5,848 shares for vested restricted share units and 84,001 shares for vested performance share units.

Of this total, 1,756 shares for vested restricted share units and zero shares for vested performance share units were issued during the second quarter 2025.

As of September 30, 2025, we had $ 66.5 million and $ 35.7 million of total unrecognized compensation expense related to restricted share units and performance share units, respectively, that is to be recognized over the remaining weighted average period of approximately 2.8 years for restricted share units and 2.2 years for performance share units.

During the nine months ended September 30, 2025, we issued 40,686 shares for vested restricted share units and 84,001 shares for vested performance share units.

Of this total, 34,838 shares for vested restricted share units and zero shares for vested performance share units were issued during the third quarter 2025.

Financing Arrangements

Outstanding borrowings, net of unamortized discount and unamortized debt issuance cost, under our current financing arrangements consist of the following (in millions):

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Senior Credit Facility

At June 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

At September 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $ 1.0 billion under a five-year term expiring September 2027 and allows us to request an increase in the revolving line of credit total commitment by up to $ 300 million and to request two one-year extensions of the maturity date.

2 unchanged sentences

The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees.

At June 30, 2025, we had $ 278.3 million outstanding on the revolving line of credit, at an average interest rate of 5.32 %, under this agreement.

At September 30, 2025, we had $ 160 million outstanding on the revolving line of credit, at an average interest rate of 5.16 %, under this agreement.

Our senior notes consist of two separate issuances.

11 unchanged sentences

Our financing arrangements require us to maintain certain covenants and financial ratios.

We were in compliance with all covenants and financial ratios at June 30, 2025.

We were in compliance with all covenants and financial ratios at September 30, 2025.

Capital Stock

During the six months ended June 30, 2025, we purchased approximately 3,824,000 shares, or $ 552.9 million of our common stock in accordance with plans authorized by our Board, of which 2,410,498 shares, or $ 318.8 million, were purchased in the second quarter of 2025.

At June 30, 2025, we had $ 334.7 million available under an authorized plan to purchase our common stock.

On August 16, 2024, our Board of Directors authorized the purchase of up to $ 1 billion of our common stock.

At September 30, 2025, we had $ 106.5 million available under this authorized plan to purchase our common stock.

On October 22, 2025, our Board of Directors authorized the purchase of up to an additional $ 1 billion of our common stock to be effective upon our purchase of the remaining balance under the August 2024 authorization.

During the nine months ended September 30, 2025, we purchased approximately 5,427,000 shares, or $ 783.4 million of our common stock in accordance with plans authorized by our Board, of which approximately 1,603,000 shares, or $ 230.4 million, were purchased in the third quarter of 2025.

On January 23, 2025, our Board of Directors declared a regular quarterly cash dividend of $ 0.44 , which was paid February 21, 2025, to shareholders of record on February 7, 2025.

On April 24, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which was paid May 23, 2025, to shareholders of record on May 9, 2025.

On July 23, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which will be paid on August 22, 2025, to shareholders of record on August 8, 2025.

On July 23, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which was paid on August 22, 2025, to shareholders of record on August 8, 2025.

On October 22, 2025, our Board of Directors declared a regular quarterly dividend of $ 0.44 per common share, which will be paid on November 21, 2025, to shareholders of record on November 7, 2025.

Fair Value Measurements

3 unchanged sentences

The following assets are measured at fair value on a recurring basis (in millions):

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Financial Instruments

The carrying amount of our senior credit facility and senior notes was $ 1.72 billion and $ 1.48 billion at June 30, 2025 and December 31, 2024, 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 $ 1.76 billion and $ 1.48 billion at June 30, 2025 and December 31, 2024, respectively.

The carrying amounts of all other instruments at June 30, 2025, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 26.9 % for the three months ended June 30, 2025, compared to 26.8 % for the three months ended June 30, 2024.

Our effective income tax rate was 26.7 % for the first six months of 2025, compared to 27.7 % in 2024.

The carrying amount of our senior credit facility and senior notes was $ 1.60 billion and $ 1.48 billion at September 30, 2025 and December 31, 2024, 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 $ 1.63 billion and $ 1.48 billion at September 30, 2025 and December 31, 2024, respectively.

The carrying amounts of all other instruments at September 30, 2025, approximate their fair value due to the short maturity of these instruments.

Our effective income tax rate was 24.0 % for the three months ended September 30, 2025, compared to 25.2 % for the three months ended September 30, 2024.

Our effective income tax rate was 25.6 % for the first nine months of 2025, compared to 26.8 % in 2024.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

At June 30, 2025, we had a total of $ 81.2 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

At September 30, 2025, we had a total of $ 80.6 million in gross unrecognized tax benefits, which are a component of other long-term liabilities on our Condensed Consolidated Balance Sheets.

Of this amount, $ 64.9 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 16.7 million at June 30, 2025.

The total amount of accrued interest and penalties for such unrecognized tax benefits was $ 17.3 million at September 30, 2025.

On July 4, 2025, new U.S tax legislation was signed into law which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

1 unchanged sentence

corporate tax provisions.

We are currently evaluating the impact of the new legislation;

however, we do not expect it to have a material impact on our financial statements but anticipate an improvement in our cash tax position.

We continue to evaluate the impact of the new legislation;

however, we do not expect it to have a material impact on our consolidated statements of earnings.

Our deferred income tax liabilities as of September 30, 2025 and December 31, 2024 were $ 938 million and $ 896 million, respectively.

This increase was primarily due to the bonus depreciation and domestic tax research cost expensing provisions of the legislation.

Commitments and Contingencies

7 unchanged sentences

Business Segments

We reported five distinct business segments during the six months ended June 30, 2025 and 2024.

We reported five distinct business segments during the nine months ended September 30, 2025 and 2024.

These segments included Intermodal (JBI), Dedicated Contract Services® (DCS®), Integrated Capacity Solutions (ICS), Final Mile Services® (FMS), and Truckload (JBT).

2 unchanged sentences

(Excludes intercompany accounts)

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

Net Capital Expenditures (1)

For The Six Months Ended

For The Nine Months Ended

September 30,

Total segment net capital expenditures

1 unchanged sentence

Revenues and Operating Income/(Loss)

For The Three Months ended June 30, 2025

For The Three Months ended September 30, 2025

Intersegment Eliminations

11 unchanged sentences

Revenues and Operating Income/(Loss)

For The Three Months ended June 30, 2024

For The Three Months ended September 30, 2024

Intersegment Eliminations

11 unchanged sentences

Revenues and Operating Income/(Loss)

For The Six Months ended June 30, 2025

For The Nine Months ended September 30, 2025

Intersegment Eliminations

11 unchanged sentences

Revenues and Operating Income/(Loss)

For The Six Months ended June 30, 2024

For The Nine Months ended September 30, 2024

Intersegment Eliminations

82 unchanged sentences

RESULTS OF OPERATIONS

Comparison of Three Months Ended June 30, 2025 to Three Months Ended June 30, 2024

Comparison of Three Months Ended September 30, 2025 to Three Months Ended September 30, 2024

Summary of Operating Segment Results

For the Three Months Ended June 30,

For the Three Months Ended September 30,

(in millions)

3 unchanged sentences

Inter-Segment eliminations

Total consolidated operating revenues were $2.93 billion for both the second quarter 2025 and the second quarter 2024.

Second quarter 2025 operating revenues benefited primarily from higher volumes in JBI and JBT, increased DCS productivity, and increased revenue per load in ICS, when compared to the second quarter 2024.

These increases were fully offset by lower FMS revenue, lower revenue per load in JBI and JBT, decreased ICS volumes, and reduced DCS average truck count.

Total consolidated operating revenue, excluding fuel surcharge revenue, increased 1%, when compared to the second quarter 2024.

JBI segment revenue increased 2% to $1.44 billion during the second quarter 2025, compared with $1.41 billion in 2024.

Load volumes during the second quarter 2025 increased 6% over the same period 2024, partially offset by a 3% reduction in gross revenue per load, which is determined by the combination of customer rates, fuel surcharges, and freight mix.

Transcontinental loads decreased 1% during the second quarter 2025, while eastern network load volume increased 15% compared to the second quarter 2024.

Revenue per load, excluding fuel surcharge revenue, decreased 2% compared to the second quarter 2024.

JBI segment operating income decreased 4% to $95.7 million in the second quarter 2025 from $99.2 million in 2024.

The decrease is primarily due to lower yields as well as higher insurance claims and premiums expense, increased group medical costs, and higher equipment maintenance costs, partially offset by improvements in equipment utilization and overall cost management initiatives.

Total consolidated operating revenues were $3.05 billion for the third quarter 2025, a 0.5% decrease from $3.07 billion in the third quarter 2024.

Third quarter 2025 operating revenues decreased primarily due to a decline in revenue per load in JBI and JBT, lower volumes in ICS and DCS, and fewer stops in FMS, when compared to the third quarter 2024.

These increases were offset by higher productivity in DCS, increased revenue per load in ICS, and increased loads in JBT.

Total consolidated operating revenue, excluding fuel surcharge revenue, decreased 0.4%, when compared to the third quarter 2024.

JBI segment revenue decreased 2% to $1.52 billion during the third quarter 2025, compared with $1.56 billion in 2024.

During the third quarter of 2025, JBI had a 1% decrease in load volumes and revenue per load, which is determined by the combination of freight mix, fuel surcharges, and customer rates.

Transcontinental loads decreased 6% during the third quarter 2025, while eastern network load volume increased 6% compared to the third quarter 2024.

Our decision during bid season to prioritize network balance, especially in the Transcontinental network, pressured volumes compared to last year but reduced empty moves from the network.

Volume growth in our Eastern network remained strong, driven by the value proposition it presents for customers and reliable rail service.

Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the third quarter 2024.

JBI segment operating income increased 12% to $125.0 million in the third quarter 2025 from $111.8 million in 2024.

The increase is primarily due to improved network balance, which resulted in fewer empty container moves and increased efficiency throughout our drayage fleet, as well as improvements associated with the initiative to lower our cost to serve and overall cost management initiatives.

The current quarter ended with approximately 125,100 units of trailing capacity and 6,400 power units assigned to the dray fleet.

DCS segment revenue was $847 million in the second quarter 2025, which was relatively flat compared to $851 million in 2024.

Productivity, defined as revenue per truck per week, increased 3%, while average truck count decreased 3%, when compared to the second quarter 2024.

DCS segment revenue increased 2% to $864 million in the third quarter 2025, compared to $846 million in 2024.

Productivity, defined as revenue per truck per week, increased 3%, while average truck count decreased 1%, when compared to the third quarter 2024.

Productivity, excluding fuel surcharge revenue, increased 3%, primarily due to contractual index-based rate increases and a decline in idle equipment.

On a net basis, revenue-producing trucks in the fleet at the end of the second quarter 2025 decreased by 150 trucks, or 1%, compared to the prior-year period.

On a net basis, revenue-producing trucks in the fleet at the end of the third quarter 2025 decreased by 59 trucks, or 1%, compared to the prior-year period.

Customer retention rates are approximately 95%.

DCS segment operating income decreased 3% to $93.7 million in the second quarter 2025, from $96.4 million in 2024.

The decrease is primarily due to higher insurance claim and premium expense, higher group medical expense, and increased equipment and maintenance costs, partially offset by the maturing of new business onboarded over the past year and overall cost management initiatives.

ICS segment revenue decreased 4% to $260 million in the second quarter 2025, from $270 million in 2024.

Overall volumes decreased 9% compared to the second quarter 2024, while revenue per load increased 6%, primarily due to higher contractual rates and changes in customer freight mix, partially offset by lower spot rates.

Contractual business represented approximately 62% of total load volume and 63% of total revenue in the second quarter 2025, compared to 61% and 59%, respectively, in 2024.

The ICS segment had an operating loss of $3.6 million in the second quarter 2025, compared to an operating loss of $13.3 million in 2024.

The decrease in operating loss is primarily due to a 1% increase in gross profit, lower personnel salary and wages expense, lower cargo claims expense, reduced technology costs, and a reduction in integration and transition costs related to the 2023 purchase of the brokerage assets of BNSF Logistics, LLC.

Gross profit margin increased to 15.5% in the second quarter 2025, compared to 14.8% in 2024 reflecting our focused bid season yield management and improved capacity procurement.

ICS’s carrier base increased 8% compared to the second quarter 2024, following recent declines due to changes in carrier qualification requirements.

FMS segment revenue decreased 10% to $211 million in the second quarter 2025 from $235 million in 2024, primarily due to decreased customer demand and internal efforts to improve revenue quality across certain accounts.

FMS segment operating income decreased 60% to $8.0 million in the second quarter of 2025 compared to $19.8 million in 2024.

This decrease was primarily due to lower revenue, higher insurance premium and claims expense, higher group medical expense, increased bad debt expenses, and the absence of a $1.1 million net benefit from two offsetting claim settlements recorded in the second quarter 2024.

JBT segment revenue increased 5% to $177 million in the second quarter 2025, from $168 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 8% primarily due to a 13% increase in load volume, partially offset by a 4% decrease in revenue per load, excluding fuel surcharge revenue, compared to second quarter 2024.

JBT average effective trailer count decreased to 12,144 in the second quarter 2025, compared to 12,600 in 2024.

At the end of the second quarter 2025, the JBT power fleet consisted of 2,041 tractors, compared to 1,897 tractors at June 30, 2024.

Trailer turns in the second quarter of 2025 increased 17% compared to second quarter 2024, due to increased asset utilization and improvements in network balance.

JBT segment operating income decreased 5% to $3.4 million in 2025, compared with $3.5 million during second quarter 2024.

The decrease is primarily due to higher insurance premium and claims expense, higher group medical expense, and increased maintenance-related costs.

DCS segment operating income increased 9% to $104.3 million in the third quarter 2025, from $95.5 million in 2024.

The increase is primarily due to higher revenue, lower equipment and maintenance costs, improvements associated with the initiative to lower our cost to serve, and the maturing of new business onboarded over the past year, partially offset by higher insurance premiums.

ICS segment revenue decreased 1% to $276 million in the third quarter 2025, from $278 million in 2024.

Overall volumes decreased 8% compared to the third quarter 2024, while revenue per load increased 9%, primarily due to higher contractual and spot rates and changes in customer freight mix.

Contractual business represented approximately 63% of total load volume and 64% of total revenue in the third quarter 2025, compared to 62% and 61%, respectively, in 2024.

The ICS segment had an operating loss of $0.8 million in the third quarter 2025, compared to an operating loss of $3.3 million in 2024.

The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower insurance claims expense, and reduced technology costs.

Gross profit margin decreased to 15.0% in the third quarter 2025, compared to 17.9% in 2024 as the absence of project work in the current quarter compared to the prior year, more than offset the benefits of our disciplined bid strategy and effective sourcing of capacity.

ICS’s carrier base increased 13% compared to the third quarter 2024, following recent declines due to changes in carrier qualification requirements.

FMS segment revenue decreased 5% to $206 million in the third quarter 2025 from $218 million in 2024, primarily due to decreased customer demand and a change in mix between asset and asset-light business.

FMS segment operating income decreased 42% to $6.9 million in the third quarter of 2025 compared to $12.0 million in 2024.

This decrease was primarily due to lower revenue and higher insurance claims expense, partially offset by lower personnel-related expenses and improvements associated with the initiative to lower our cost to serve.

JBT segment revenue increased 10% to $190 million in the third quarter 2025, from $173 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 10% primarily due to a 14% increase in load volume, partially offset by a 4% decrease in revenue per load, excluding fuel surcharge revenue, compared to third quarter 2024.

JBT average effective trailer count decreased to 12,107 in the third quarter 2025, compared to 12,588 in 2024.

At the end of the third quarter 2025, the JBT power fleet consisted of 2,091 tractors, compared to 1,989 tractors at September 30, 2024.

Trailer turns in the third quarter of 2025 increased 19% compared to third quarter 2024, due to higher load volumes and improvements in network balance.

JBT segment operating income decreased 9% to $7.4 million in 2025, compared with $8.2 million during third quarter 2024.

The decrease is primarily due to higher insurance claims expense and increased maintenance-related costs as well as higher third-party capacity costs as a percentage of revenue.

Consolidated Operating Expenses

The following table sets forth items in our Condensed Consolidated Statements of Earnings as a percentage of operating revenues and the percentage increase or decrease of those items as compared with the prior period.

Three Months Ended June 30,

Three Months Ended September 30,

Dollar Amounts as a

19 unchanged sentences

Earnings before income taxes

Total operating expenses increased 0.3%, while operating revenues were flat during the second quarter 2025 from the comparable period 2024.

Operating income decreased to $197.3 million during the second quarter 2025 from $205.7 million in 2024.

Rents and purchased transportation costs decreased 0.6% in the second quarter 2025.

This decrease was primarily the result of a decrease in rail carrier purchased transportation rates within JBI and decreased ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBI and JBT load volumes, during the second quarter 2025 compared to 2024.

Salaries, wages, and employee benefits costs increased 1.7% during the second quarter 2025, compared with 2024.

This increase was primarily due to an increase in group medical benefit expenses and higher driver wages, partially offset by lower office employee headcounts.

Depreciation and amortization expense decreased 4.2% in second quarter 2025 compared with 2024, primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems, partially offset by higher intermodal tractor and container counts.

Fuel costs decreased 6.4% in the second quarter 2025, compared with 2024, due primarily to a decrease in the price of fuel.

Operating supplies and expenses increased 6.5%, driven primarily by higher equipment maintenance costs and increased tire expense.

Insurance and claims expenses increased 15.9% in 2025 compared with 2024, primarily due to higher claim severity, increased insurance policy premiums expense, and the absence of a $1.1 million net benefit from two offsetting claim settlements recorded in the second quarter 2024, partially offset by lower claim volume.

General and administrative expenses increased 0.2% for the current quarter from the comparable period in 2024, primarily due to higher bad debt expense and advertising costs, partially offset by lower building and yard rental expense and a decrease in net loss from sale or disposal of assets.

Total operating expenses decreased 1.2%, while operating revenues decreased 0.5% during the third quarter 2025 from the comparable period 2024.

Operating income increased to $242.7 million during the third quarter 2025 from $224.1 million in 2024.

Rents and purchased transportation costs decreased 3.5% in the third quarter 2025.

This decrease was primarily the result of a decrease in JBI and ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBT load volumes, during the third quarter 2025 compared to 2024.

Salaries, wages, and employee benefits costs increased 1.6% during the third quarter 2025, compared with 2024.

This increase was primarily due to an increase in incentive compensation, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 4.7% in third quarter 2025 compared with 2024, primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems.

Fuel costs increased 3.3% in the third quarter 2025, compared with 2024, due primarily to an increase in the price of fuel.

Operating supplies and expenses increased 3.8%, driven primarily by higher equipment maintenance costs, increased tire expense, and increased tolls expense.

Insurance and claims expenses increased 4.6% in 2025 compared with 2024, primarily due to increased insurance policy premiums expense and higher claim volume, partially offset by lower claim severity.

General and administrative expenses decreased 4.7% for the current quarter from the comparable period in 2024, primarily due to lower building and yard rental expense, reduced technology costs, decreased professional services expense, and lower bad debt expense, partially offset by an increase in net loss from sale or disposal of assets.

Net loss from sale or disposal of assets was $2.6 million in 2025, compared to a net loss from sale or disposal of assets of $0.8 million in 2024.

Net interest expense increased 5.4% in 2025 due to an increase in our average debt balance, partially offset by a decrease in effective interest rates compared to second quarter 2024.

Income tax expense decreased 4.6% in 2025, compared with 2024, primarily due to lower taxable earnings.

Our effective income tax rate was 26.9% for the second quarter of 2025, compared to 26.8% in 2024.

Our annual tax rate for 2025 is expected to be between 24.0% and 25.0%.

Net interest expense decreased 13.9% in 2025 due to a decrease in effective interest rates and the resolution of certain tax positions, partially offset by a higher average debt balance compared to third quarter 2024.

Income tax expense increased 5.2% in 2025, compared with 2024, primarily due to higher taxable earnings.

Our effective income tax rate decreased to 24.0% for the third quarter of 2025, compared to 25.2% in 2024, primarily due to the resolution of certain tax positions.

Our annual tax rate for 2025 is expected to be approximately 24.5%.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

Comparison of Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024

Comparison of Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024

Summary of Operating Segment Results

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(in millions)

3 unchanged sentences

Inter-segment eliminations

Total consolidated operating revenues were $5.85 billion for the first six months of 2025, versus $5.87 billion for the comparable period 2024.

Fuel surcharge revenue decreased to $713.5 million during the first six months of 2025, compared with $775.2 million in 2024.

Total consolidated operating revenue, excluding fuel surcharge revenue, increased 1% for the first six months of 2025 compared to the prior-year period.

JBI segment revenue increased 4% to $2.91 billion during the first six months of 2025, compared with $2.80 billion in 2024.

Load volume during the first six months of 2025 increased 7% and revenue per load decreased 3%, compared to a year ago.

Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the first six months of 2024.

JBI segment operating income decreased 5% to $190.1 million in the first six months of 2025, from $201.1 million in 2024.

The decrease is primarily due to higher driver and non-driver wages, higher insurance claims and premiums expense, increased group medical costs, and increased equipment maintenance costs when compared to the first six months of 2024.

DCS segment revenue decreased 2% to $1.67 billion during the first six months of 2025, from $1.71 billion in 2024.

Total consolidated operating revenues were $8.90 billion for the first nine months of 2025, versus $8.94 billion for the comparable period 2024.

Fuel surcharge revenue decreased to $1.10 billion during the first nine months of 2025, compared with $1.16 billion in 2024.

Total consolidated operating revenue, excluding fuel surcharge revenue, was relatively flat when compared to the first nine months of 2024.

JBI segment revenue increased 2% to $4.43 billion during the first nine months of 2025, compared with $4.36 billion in 2024.

Load volume during the first nine months of 2025 increased 4% and revenue per load decreased 2%, compared to a year ago.

Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the first nine months of 2024.

JBI segment operating income increased 1% to $315.1 million in the first nine months of 2025, from $312.9 million in 2024.

The increase is primarily due to higher revenue and improved network balance and increased efficiency throughout our drayage fleet as well as improvements associated with our overall cost management initiatives.

These benefits were partially offset by higher driver and non-driver wages, higher insurance claims and premiums expense, higher group medical expense, and increased equipment maintenance costs.

DCS segment revenue decreased 1% to $2.53 billion during the first nine months of 2025, from $2.56 billion in 2024.

Productivity, defined as revenue per truck per week, increased 3% from a year ago.

Productivity, excluding fuel surcharge revenue, for the first six months of 2025 increased 4% from a year ago.

The increase in productivity was primarily due to contractual index-based rate increases and increased utilization of equipment during the current period.

Operating income of our DCS segment decreased to $174.0 million in the first six months of 2025, from $190.1 million in 2024.

The decrease is primarily due to decreased revenue, higher insurance claim and premium expense, higher group medical expense, and increased equipment and maintenance costs, partially offset by lower bad debt expense, the maturing of new business onboarded over the past year, and overall cost management initiatives when compared to the first six months of 2024.

ICS revenue decreased 5% to $528.3 million during the first six months of 2025, from $555.7 million in 2024.

Productivity, excluding fuel surcharge revenue, for the first nine months of 2025 increased 4% from a year ago.

The increase in productivity was primarily due to contractual index-based rate increases, increased utilization of equipment, and reduced idle equipment during the current period.

Operating income of our DCS segment decreased 3% to $278.2 million in the first nine months of 2025, from $285.6 million in 2024.

The decrease is primarily due to decreased revenue, higher insurance claim and premium expense, higher group medical expense, and increased equipment maintenance costs, partially offset by the maturing of new business onboarded over the past year, lower bad debt expense, and overall cost management initiatives when compared to the first nine months of 2024.

ICS revenue decreased 4% to $805 million during the first nine months of 2025, from $834 million in 2024.

Overall volumes decreased 10%, while revenue per load increased 7% compared to 2024.

The ICS segment had an operating loss of $6.2 million in the first six months of 2025 compared to an operating loss of $30.8 million in 2024.

Gross profit margin increased to 15.4% in the current period compared to 14.5% in 2024, reflecting our focused bid season yield management and improved capacity procurement.

FMS revenue decreased 11% to $411 million during the first six months of 2025, from $465 million in 2024, primarily due to decreased customer demand and internal efforts to improve revenue quality across certain accounts.

FMS segment had operating income of $12.7 million in the first six months of 2025 compared to $34.9 million in 2024.

This decrease was primarily due to lower revenue, higher insurance premium and claims expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first six months of 2024.

JBT segment revenue decreased 1% to $344 million for the first six months of 2025, from $346 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 1%, primarily due a 7% increase in load volume, partially offset by a 5% decrease in revenue per load, excluding fuel surcharge revenue compared to the first six months of 2024.

Operating income of our JBT segment increased to $5.4 million in the first six months of 2025, from $4.8 million in 2024.

The increase in operating income was driven primarily by lower personnel-related expenses and a continued focus on cost management and productivity, partially offset by higher insurance premium and claims expense.

The ICS segment had an operating loss of $7.0 million in the first nine months of 2025 compared to an operating loss of $34.1 million in 2024.

The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower cargo claims expense, reduced technology costs, overall cost management initiatives, and a reduction in integration and transition costs related to the 2023 purchase of the brokerage assets of BNSF Logistics, LLC during the first nine months of 2025.

Gross profit margin decreased to 15.3% in the current period compared to 15.7% in 2024.

FMS revenue decreased 10% to $618 million during the first nine months of 2025, from $683 million in 2024, primarily due to decreased customer demand and internal efforts to improve revenue quality across certain accounts.

FMS segment had operating income of $19.6 million in the first nine months of 2025 compared to $46.9 million in 2024.

JBT segment revenue increased 3% to $533 million for the first nine months of 2025, from $519 million in 2024.

Revenue, excluding fuel surcharge revenue, increased 4%, primarily due to a 10% increase in load volume, partially offset by a 5% decrease in revenue per load, excluding fuel surcharge revenue compared to the first nine months of 2024.

Operating income of our JBT segment was $12.8 million in the first nine months of 2025, relatively flat compared to $12.9 million in 2024, as higher insurance premium and claims expense, and increased maintenance related costs were offset by lower personnel-related expenses and a continued focus on cost management initiatives and productivity.

Consolidated Operating Expenses

Six Months Ended June 30,

Nine Months Ended September 30,

Dollar Amounts as a

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Earnings before income taxes

Total operating expenses were flat, while operating revenues decreased 0.4%, during the first six months of 2025, from the comparable period of 2024.

Operating income decreased to $376.0 million during the first six months of 2025, from $400.1 million in 2024.

Rents and purchased transportation costs increased 0.2% in 2025.

This increase was primarily the result of increased JBI and JBT load volumes, which increased services provided by third-party rail and truck carriers during the current period, partially offset by a decrease in rail carrier purchased transportation rates within JBI and decreased ICS load volumes.

Total operating expenses and operating revenues decreased 0.4%, during the first nine months of 2025, from the comparable period of 2024.

Operating income decreased to $618.6 million during the first nine months of 2025, from $624.2 million in 2024.

Rents and purchased transportation costs decreased 1.1% in 2025.

This decrease was primarily the result of decreased ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBI and JBT load volumes, compared to 2024.

Salaries, wages, and employee benefits costs increased 0.8% in 2025 from 2024.

This increase was primarily due to an increase in group medical benefit expenses and higher driver wages, partially offset by lower office employee headcounts.

Depreciation and amortization expense decreased 3.0% in 2025 primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems, partially offset by higher intermodal tractor and container counts.

This increase was primarily due to higher incentive compensation, an increase in group medical benefit expenses and higher driver wages, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 3.6% in 2025 primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems, partially offset by higher intermodal container counts.

Fuel costs decreased 3.8% in 2025, compared with 2024, due primarily to a decrease in the price of fuel and decreased road miles.

Operating supplies and expenses increased 3.4% driven primarily by higher equipment maintenance costs and increased tire expense partially offset by lower travel and entertainment expenses and towing costs.

Insurance and claims expense increased 14.1% in 2025 compared with 2024, primarily due to higher claim severity, increased insurance policy premiums expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first six months of 2024, partially offset by lower claim volume.

Operating supplies and expenses increased 3.5%, driven primarily by higher equipment maintenance costs, increased tire expense, and higher tolls expense, partially offset by lower travel and entertainment expenses and towing costs.

Insurance and claims expense increased 10.8% in 2025 compared with 2024, primarily due to higher claim severity, increased insurance policy premiums expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first nine months of 2024.

General and administrative expenses decreased 3.1% from the comparable period in 2024, primarily due to lower building and yard rental expense, decreased professional services expense, and a decrease in net loss from sale or disposal of assets, partially offset by higher advertising costs.

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Net interest expense increased 2.0% in 2025, due primarily to decreased interest income and an increase in our average debt balance.

Income tax expense decreased 11.1% during the first six months of 2025 compared with 2024, primarily due to decreased taxable earnings and a lower effective income tax rate in the first six months of 2025.

Our effective income tax rate was 26.7% for the first six months of 2025, compared to 27.7% in 2024 due to discrete tax items.

Our annual tax rate for 2025 is expected to be between 24.0% and 25.0%.

Income tax expense decreased 5.6% during the first nine months of 2025 compared with 2024, primarily due to decreased taxable earnings and a lower effective income tax rate in the first nine months of 2025.

Our effective income tax rate was 25.6% for the first nine months of 2025, compared to 26.8% in 2024 due to discrete tax items.

Our annual tax rate for 2025 is expected to be approximately 24.5%.

In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items.

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Liquidity and Capital Resources

Net cash provided by operating activities totaled $806.2 million during the first six months of 2025, compared with $827 million for the same period 2024.

Operating cash flows decreased primarily due to decreased earnings, partially offset by the timing of general working capital activities.

Net cash provided by operating activities totaled $1.29 billion during the first nine months of 2025, compared with $1.17 billion for the same period 2024.

Operating cash flows increased primarily due to increased earnings, partially offset by the timing of general working capital activities.

Net cash used in investing activities totaled $490.9 million in 2025, compared with $477.5 million in 2024.

The decrease resulted primarily from a decrease in equipment purchases, net of proceeds from the sale of equipment, partially offset by an increase in real estate acquisitions in the current period.

The increase is primarily due to cash proceeds from investment and business acquisition activities present in the prior period.

Net cash used in financing activities was $796.4 million in 2025, compared with $621.3 million in 2024.

This decrease resulted primarily from the proceeds of our issuance in March 2025 of $750 million in senior notes, partially offset by the use of a portion of those proceeds to retire our $500 million of term loans in March 2025 as well as an increase in treasury stock purchases.

This increase resulted primarily from an increase in treasury stock purchases and net payments on revolving line of credit.

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment as well as periodic business acquisitions and real estate transactions.

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We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future.

At June 30, 2025 we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

At September 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks.

The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring September 2027, and allows us to request an increase in the revolving line of credit total commitment by up to $300 million and to request two one-year extensions of the maturity date.

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At June 30, 2025, we had a $278.3 million outstanding balance under our senior credit facility, at an average interest rate of 5.32% and a cash balance of $50.9 million.

At September 30, 2025, we had a $160 million outstanding balance under our senior credit facility, at an average interest rate of 5.16% and a cash balance of $52.3 million.

We continue to evaluate the possible effects of current economic conditions and reasonable and supportable economic forecasts on operational cash flows, including the risks of declines in the overall freight market due to anticipated or potential increases in tariffs or other factors and our customers' liquidity and ability to pay.

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Our financing arrangements require us to maintain certain covenants and financial ratios.

At June 30, 2025, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $399.1 million during the first six months of 2025, compared with $408.9 million for the same period 2024.

At September 30, 2025, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $490.9 million during the first nine months of 2025, compared with $488.1 million for the same period 2024.

Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments.

Capital expenditures in the first half of 2025 were primarily for tractors, trailing equipment and related enhancements, and real estate.

Capital expenditures in the first nine months of 2025 were primarily for tractors, trailing equipment and related enhancements, and real estate.

We expect to spend in the range of $550 million to $600 million for net capital expenditures during the full calendar year 2025.

We are currently committed to spend approximately $130.6 million, net of proceeds from sales or trade-ins, during the years 2025 and 2026.

At June 30, 2025, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $318.4 million.

At September 30, 2025, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $295.9 million.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements, other than our net purchase commitments of $64.1 million, as of June 30, 2025.

We had no off-balance sheet arrangements, other than our net purchase commitments of $130.6 million, as of September 30, 2025.

You should refer to Part I, Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2024, under the caption “Risk Factors” for specific details on the following factors and events that are not within our control and could affect our financial results.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements