HUNT J B TRANSPORT SERVICES INC
10-K, 1999-03-03
TRUCKING (NO LOCAL)
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<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

      FOR THE FISCAL YEAR ENDED                        COMMISSION FILE NUMBER
          DECEMBER 31, 1998                                  0-11757


                       J.B. HUNT TRANSPORT SERVICES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          ARKANSAS                                  71-0335111
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

      615 J.B. HUNT CORPORATE DRIVE                                   72745
            LOWELL, ARKANSAS                                        (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (501) 820-0000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS 
REQUIRED TO BE FILED BY SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE 
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO 
THE FILING REQUIREMENTS FOR AT LEAST THE PAST 90 DAYS.                        
                     YES /X/    NO / /

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 
405 OF REGULATION S-K (SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED 
HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN 
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART 
III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ]

THE AGGREGATE MARKET VALUE OF 17,511,121 SHARES OF THE REGISTRANT'S $.01 PAR 
VALUE COMMON STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF FEBRUARY 
26, 1999 WAS $411,511,344 (BASED UPON $23.50 PER SHARE BEING THE CLOSING SALE 
PRICE ON THAT DATE, AS REPORTED BY NASDAQ). IN MAKING THIS CALCULATION, THE 
ISSUER HAS ASSUMED, WITHOUT ADMITTING FOR ANY PURPOSE, THAT ALL EXECUTIVE 
OFFICERS AND DIRECTORS OF THE REGISTRANT, AND NO OTHER PERSONS, ARE 
AFFILIATES.

THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
                STOCK, AS OF FEBRUARY 26, 1999: 35,618,707.

                    DOCUMENTS INCORPORATED BY REFERENCE

CERTAIN PORTIONS OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING OF THE
              STOCKHOLDERS TO BE HELD APRIL 15, 1999 PART II.

<PAGE>

PART I
ITEM 1.   BUSINESS
GENERAL
     J.B. Hunt Transport Services, Inc., together with its wholly-owned
subsidiaries ("JBH" or the "Company"), is a diversified transportation services
and logistics company operating under the jurisdiction of the U.S. Department of
Transportation (DOT) and various state regulatory agencies. JBH is an Arkansas
holding company incorporated on August 10, 1961. Through its subsidiaries JBH
provides a wide range of logistics and transportation services to a diverse
group of customers. The Company directly manages or provides tailored,
technology-driven solutions to a growing list of Fortune 500 companies. These
customers may request specifically targeted transportation service or outsource
their entire logistics function to JBH. The Company also directly transports
full-load containerizable freight throughout the continental United States and
portions of Canada and Mexico. Transportation services may utilize JBH equipment
and employees, or may employ equipment and services provided by unrelated third
parties in the transportation industry. The Company presently has three distinct
operating segments: Van/Intermodal ("VAN"); J.B. Hunt Logistics ("JBHL"); and
Dedicated Contract Services ("DCS"). See Note (9) Segment Information of the
Notes to Consolidated Financial Statements.

     VAN
     Primary transportation service offerings classified in this segment include
full truck-load, dry-van, containerizable freight which is typically
transported utilizing company-owned revenue equipment. Freight is picked up at
the dock or specified location of the shipper and transported directly to the
location of the consignee. The load may be transported entirely by company-owned
and controlled power equipment or a portion of the movement may be handled by a
third-party motor carrier or a railroad. Approximately 45% of VAN revenue in
1998 was transported by a railroad for a portion of the movement. If any portion
of a movement is handled by a railroad, the entire amount billed to the customer
is considered to be intermodal revenue. Typically, the charges for the entire
movement are billed to the customer by the Company and the Company, in turn,
pays the railroad or third-party for their portion of the transportation
services provided. In 1993, rail operations were expanded to utilize
newly-designed high-cube containers which can be separated from the chassis and
double-stacked on rail cars to provide improved productivity. Freight may be
transported by rail utilizing traditional trailer-on-flatcar (TOFC) medium for a
portion of the line-haul, or containers separated from the chassis,
double-stacked on railcars and moved as container-on-flatcar (COFC). The Company
has agreements with nine different railroads and substantially all of the
freight carried under these rail arrangements receives priority space on trains
and preferential loading and unloading service at rail facilities.

     JBH VAN has certain Canadian authorities which were initially granted in 
1988 and may transport freight to and from all points in the continental 
United States to Quebec, British Columbia and Ontario. The Company has 
authorization to operate directly in all the Canadian provinces, but to date 
has served limited points in Canada, primarily through interchange operations 
with Canadian motor carriers. The Company has provided transportation 
services to and from Mexico since 1989, primarily through interchange 
operations with various Mexican motor carriers. A joint venture agreement 
with Transportacion Maritima Mexicana, one of the largest transportation 
companies in Mexico, was signed in 1992. At December 31, 1998, VAN operated 
approximately 6,700 tractors and 32,420 trailers/containers. VAN gross 
operating revenues were $1,379 million in 1998, an increase of 19% over 1997.

     JBHL
     The Company formally began offering transportation logistics services in 
1992. JBHL services typically refer to an arrangement whereby a shipper may 
outsource a substantial portion of or their entire distribution and 
transportation process to one organization. JBHL provides a wide range of 
comprehensive transportation and management services including experienced 
professional managers, information and optimization technology, and the 
actual design or redesign of system solutions. A new JBHL customer or 
arrangement may require a significant amount of up-front analysis and design 
time while alternatives are considered and custom systems and software are 
developed. Once a logistics arrangement is in place, JBHL may utilize VAN 
and/or DCS owned and controlled transportation equipment, unrelated 
third-party equipment and employees, or a combination to meet the customer's 
service requirements. JBHL gross operating revenues were $317 million in 
1998, an increase of 25% over 1997.

                                        2
<PAGE>

     DCS
     The Company began formally offering dedicated contract services in 1992. 
DCS operations typically include company-owned revenue equipment and employee 
drivers that are assigned to a specific customer, traffic lane or service. 
The service is engineered and customized for the specific customer and is 
typically in accordance with a written, long-term agreement. Frequently DCS 
operations provide service to customers that wish to augment or outsource 
their private fleet. It is common for one customer's dedicated service 
requirements to relate to limited traffic lanes or freight moving in only one 
direction. As a result, DCS operations frequently utilize VAN freight to 
provide backhauls which allow equipment to be repositioned for the DCS 
customer's next movement. The DCS and VAN segments also frequently share 
facilities such as terminals, maintenance shops, bulk fuel locations and 
trailer pools. At December 31, 1998, DCS operated approximately 2,200 
tractors and 2,950 trailers. DCS gross operating revenues were $212 million 
in 1998, an increase of 41% over 1997.

     OTHER
     Prior to 1996, the Company had operated additional businesses including 
a flatbed division, a business that transported small parcels, and a division 
that specialized in the transportation of hazardous commodities. In early 
1996, the Company embarked upon a strategy to concentrate its efforts on VAN, 
JBHL and DCS. In accordance with that strategy, assets and operations of 
other service offerings were subsequently sold. The small parcel and 
hazardous commodities businesses were sold in 1996 and the flatbed business 
was sold in 1997.

MARKETING AND OPERATIONS
     JBH transports a wide range of products including automotive parts, 
department store merchandise, paper and wood products, food and beverages, 
plastics, chemicals and manufacturing materials and supplies. The Company's 
primary customers include many of the "Fortune 500" companies, but no single 
customer accounted for more than 7% of revenues during 1998. A broad 
geographic dispersion and a good balance in the type of freight transported 
allow JBH some protection from major seasonal fluctuations. However, 
consistent with the truckload industry in general, freight is typically 
stronger during the second half of the year, with peak volume occurring in 
August through mid November. Revenue and earnings are also affected by bad 
weather, holidays, fuel prices and railroad service levels.

     The Company generally markets all three of its service offerings through 
a nationwide marketing network. All transportation services offered are 
typically billed directly to the customer by JBH and all inquiries, claims 
and other customer contacts are handled by the Company. Certain marketing, 
sales, engineering and design functions are assigned to each operating 
segment. However, marketing strategy, pricing and national account service 
coordination is managed at the corporate level.

PERSONNEL
     At December 31, 1998, JBH employed approximately 14,250 people, 
including 10,500 drivers. Historically the truckload transportation industry 
and the Company have experienced shortages of qualified drivers. In addition, 
driver turnover rates for truckload motor carriers frequently exceed 100%. In 
September of 1996, J.B. Hunt announced a new compensation program for the 
approximate 3,500 over-the-road VAN drivers. This comprehensive package, 
which was effective February 25, 1997, included an average 33% increase in 
wages for this group of employees. This program was designed to attract and 
retain a professional and experienced work force capable of delivering a high 
level of customer service. As anticipated, this increase in driver wages and 
benefits was partially offset by lower driver recruiting and training 
expense, reduced accident costs and better equipment utilization. The average 
driver turnover in the VAN business was 46% in 1998 and 45% in 1997, down 
from 86% in 1996. Drivers are frequently designated as local, regional, 
regular route or dedicated and over-the-road and typically compensated on a 
rate-per-mile basis, a rate per week basis or a combination of factors. JBH 
also employed approximately 2,550 office personnel and 1,200 mechanics at 
December 31, 1998. No employees are represented by collective bargaining 
agreements and management believes that its relationship with its employees 
is excellent.

                                        3
<PAGE>

REVENUE EQUIPMENT
     At December 31, 1998, JBH owned approximately 8,900 tractors and operated
12,980 trailers and 22,390 containers. JBH believes that modern, late-model,
clean equipment differentiates quality customer service, increases equipment
utilization and reduces maintenance costs and downtime. Accordingly, the average
age of the VAN tractor and trailing fleet was approximately two years and four
years, respectively, at December 31, 1998. In 1993, the Company commenced
receiving a newly-designed container and chassis combination that could be
transported over the road by truck and also be moved by rail or ship. The
container and chassis may be transported as a single unit by rail (TOFC) or the
container can be separated from the chassis and double-stacked (COFC) on rail
cars or ships for improved productivity. Containers comprised approximately 70%
of the VAN trailing fleet at December 31, 1998. The composition of the dedicated
contract fleet varies with specific customer service requirements. All JBH
revenue equipment is maintained in accordance with a specific maintenance
program primarily based on age and miles traveled. The JBHL business is
non-asset based, since the revenue equipment is provided by VAN, DCS and third
parties.

COMPETITION
     JBH is the largest publicly held truckload carrier in the United States. It
competes primarily with other irregular route, truckload common carriers.
Less-than-truckload common carriers and private carriers generally provide
limited competition for truckload carriers. JBH is one of a few carriers
offering nationwide logistics management and dedicated revenue equipment
services. Although a number of carriers may provide competition on a regional
basis, only a limited number of companies represent competition in all markets.
The extensive rail network developed in conjunction with the various railroads
also allows the Company the opportunity to differentiate its services in the
marketplace.

REGULATION
     Prior to December of 1995, the Company's operations in interstate commerce
were regulated by the Interstate Commerce Commission ("ICC"). Commencing in
January of 1996, the Interstate Commerce Commission Termination Act closed the
ICC and transferred all remaining regulatory responsibilities to a new Surface
Transportation Board and to the Federal Highway Administration. Motor carrier
operations are subject to safety requirements prescribed by the United States
DOT governing interstate operation. Such matters as weight and dimension of
equipment and commercial driver's licensing are also subject to federal and
state regulations. A federal requirement that all drivers obtain a commercial
driver's license became effective in April 1992.

     The federal Motor Carrier Act of 1980 was the start of a program to 
increase competition among motor carriers and limit the level of regulation 
in the industry (sometimes referred to as "deregulation"). The Motor Carrier 
Act of 1980 enabled applicants to obtain operating authority more easily and 
allowed interstate motor carriers, such as the Company, to change their rates 
by a certain percentage per year without approval. The new law also allowed 
for the removal of many route and commodity restrictions regarding the 
transportation of freight. As a result of the Motor Carrier Act of 1980, the 
Company was able to obtain unlimited authority to carry general commodities 
throughout the 48 contiguous states. Effective January 1, 1995, the federal 
government issued guidelines which allow motor carriers more flexibility in 
intrastate operations. Although this reduced level of state regulation 
increased the level of competition in some regions, the Company believes it 
has ultimately benefited from this legislation.

ITEM 2.   PROPERTIES

     The Company's corporate headquarters are in Lowell, Arkansas. A 
150,000-square-foot building was constructed and occupied in September 1990. 
In addition to the corporate headquarters, the Company owns a separate 
40-acre tract in Lowell, Arkansas with three separate buildings totaling 
18,000 square feet of office space and 80,000 square feet of maintenance and 
warehouse space. These buildings serve as the Lowell operations terminal, 
tractor and trailer maintenance facilities and additional administrative 
offices. A new terminal and maintenance facility was constructed and occupied 
in Chicago, Illinois during 1996. A new terminal and maintenance facility was 
also constructed and occupied in Kansas City, Missouri during early 1999.

                                        4
<PAGE>

A summary of the Company's principal facilities follows:
<TABLE>
<CAPTION>
                                                                         Maintenance Shop                 Office Space
Location                                       Acreage                      (square feet)                (square feet)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                       <C>                             <C>          
    Atlanta, Georgia                                30                             29,800                       10,400
    Chicago, Illinois                               27                             50,000                       14,000
    Dallas, Texas                                   14                             24,000                        7,800
    Detroit, Michigan                               27                             44,300                       10,800
    East Brunswick, New Jersey                      20                             20,000                        7,800
    Houston, Texas                                  13                             24,700                        7,200
    Kansas City, Missouri                           10                             31,000                        6,700
    Little Rock, Arkansas                           24                             29,200                        7,200
    Louisville, Kentucky                            14                             40,000                       10,000
    Lowell, Arkansas (corporate headquarters)       50                                 --                      150,000
    Lowell, Arkansas                                40                             50,200                       14,000
    Lowell, Arkansas (trailer facilities)           14                             29,800                        4,000
    San Bernardino, California                       8                             14,000                        4,000
    South Gate, California                          12                             12,000                        5,500
</TABLE>

In addition to the above facilities, the Company leases numerous small 
offices and trailer parking yards in various locations throughout the country.

                                        5
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

     The Company is involved in certain claims and pending litigation arising 
from the normal conduct of business. Based on the present knowledge of the 
facts and, in certain cases, opinions of outside counsel, management believes 
the resolution of claims and pending litigation will not have a material 
adverse effect on the financial condition or results of operations of the 
Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted during the fourth quarter of 1998 to a vote of 
security holders.

EXECUTIVE OFFICERS OF THE COMPANY

     Information with respect to the executive officers of the Company is set
forth below:
<TABLE>
<CAPTION>
                                                                                                  Executive
Name                    Age     Position with Company                                           Officer Since
- ----                    ---     ---------------------                                           -------------
<S>                     <C>     <C>                                                             <C>
J.B. Hunt                72     Senior Chairman of the Board; Director                               1961
Wayne Garrison           46     Chairman of the Board; Director                                      1979
Johnelle Hunt            67     Secretary; Director                                                  1972
Kirk Thompson            45     President and Chief Executive Officer; Director                      1984
Paul R. Bergant          52     Executive Vice President, Marketing                                  1985
Bob D. Ralston           52     Executive Vice President, Equipment and Properties                   1989
Jerry W. Walton          52     Executive Vice President, Finance and Chief Financial Officer        1991
Robert E. Logan          60     Chief Information Officer                                            1997
A. Craig Harper          41     Executive Vice President, Operations                                 1997
Dr. Jun-Sheng Li (1)     40     President J.B. Hunt Logistics and Executive Vice President,
                                   Integrated Solutions                                              1998
John N. Roberts III (2)  34     President, Dedicated Contract Services                               1997
</TABLE>

(1)  Dr. Jun-Sheng Li joined the Company in 1994 as Senior Vice President of
     J.B. Hunt Logistics. In June of 1995, he was named President of J.B. Hunt
     Logistics and in June of 1998, he was appointed to the additional post of
     Executive Vice President, Integrated Solutions.

(2)  Mr. Roberts joined the Company in 1989 as a management trainee. In December
     of 1990, he became a Regional Marketing Manager. In February of 1996, he
     was named Vice President, Marketing Strategy and was appointed President,
     Dedicated Contract Services, in July of 1997.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER 
MATTERS

PRICE RANGE OF COMMON STOCK
     The Company's common stock is traded in the over-the-counter market under
the symbol "JBHT." The following table sets forth, for the calendar years
indicated, the range of high and low sales prices for the Company's common stock
as reported by the National Association of Securities Dealers Automated
Quotations National Market System ("NASDAQ").
<TABLE>
<CAPTION>
                                 1998                              1997      
                           -----------------                -----------------
Period                       High        Low                 High       Low
- ------------------------------------------------------------------------------
<S>                        <C>        <C>                   <C>        <C>    
1st Quarter                $30.63     $17.38                $15.00     $13.38
2nd Quarter                 36.13      27.50                 16.13      13.63
3rd Quarter                 38.88      14.00                 18.50      14.50
4th Quarter                 23.00      12.31                 19.25      15.00
</TABLE>

                                                       6
<PAGE>

     On February 26, 1999, the high and low sales prices for the Company's 
common stock as reported by the NASDAQ were $23.50 and $22.875, respectively. 
As of February 26, 1999, the Company had 1,693 stockholders of record.

DIVIDEND POLICY
     On January 28, 1999, the Board of Directors declared a quarterly dividend
of $.05 per share, payable on February 24, 1999 to shareholders of record on
February 10, 1999. Although it is the present intention of the Board of
Directors to continue quarterly dividends, payment of future dividends will
depend upon the Company's financial condition, results of operations and other
factors deemed relevant by the Board of Directors. The Company declared and paid
cash dividends of $.20 per share in 1998 and 1997.




                                        7
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA
(Dollars in millions, except per share amounts)

<TABLE>
<CAPTION>

Years Ended December 31                         1998        1997        1996        1995         1994 
- -------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>         <C>          <C>     
Operating revenues                            $1,841.6    $1,554.3    $1,486.7    $1,352.2     $1,207.6
Operating income                                 103.0        42.9        60.4        21.3         84.9
Earnings (loss) before cumulative effect
  of changes in accounting methods                46.8        11.4        22.1        (2.2)        40.4
Basic earnings (loss) per share before
  cumulative effect of changes in
  accounting methods                              1.32         .31         .58        (.06)        1.05
Cash dividends per share                           .20         .20         .20         .20          .20
Total assets                                   1,171.5     1,021.9     1,043.4     1,016.8        993.7
Long-term debt                                   417.0       322.8       332.6       339.0        299.2
Stockholders' equity                             375.7       338.0       357.3       356.9        377.9
<CAPTION>
Years Ended December 31                        1993       1992       1991       1990       1989 
- --------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>        <C>        <C>        <C>    
Operating revenues                            $1,020.9     $912.0     $733.3     $579.8     $509.3
Operating income                                  78.6       69.1       59.4       56.9       61.8
Earnings (loss) before cumulative effect
  of changes in accounting methods                38.2       36.9       29.5       30.0       30.6
Basic earnings (loss) per share before
  cumulative effect of changes in
  accounting methods                              1.00       1.03        .85        .85        .87
Cash dividends per share                           .20        .20        .19        .16        .16
Total assets                                     862.4      715.7      520.1      452.7      384.7
Long-term debt                                   303.5      216.3      156.9      137.6      105.0
Stockholders' equity                             344.0      308.6      215.8      191.1      175.5

     Diluted earnings per share were $1.28, $.31 and $.58, for the years 1998, 1997
and 1996, respectively.

Percentage of Operating Revenue

Years Ended December 31                   1998      1997      1996      1995       1994   
- ------------------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>     <C>          <C>    
Operating revenues                         100.0%    100.0%    100.0  %100.0%       100.0%
Operating expenses:
  Salaries, wages
    and employee benefits                   34.9      34.4      32.6      33.8       33.5
  Purchased transportation                  30.7      30.6      27.2      25.4       23.9
  Fuel and fuel taxes                        7.5       9.1      10.8      10.6       10.9
  Depreciation                               7.4       8.4       8.4       9.6        9.2
  Operating supplies and expenses            8.2       8.4       8.0       8.4        6.9
  Insurance and claims                       1.8       2.4       3.9       3.8        3.1
  Operating taxes and licenses               1.3       1.6       1.9       2.0        2.2
  General and administrative expenses        1.6       1.2       1.9       2.4        2.2
  Communication and utilities                1.0       1.1       1.2       1.1        1.1
  Special charges                            --        --        --        1.3        -- 
                                          ------    ------    ------    ------     ------
     Total operating expenses               94.4      97.2      95.9      98.4       93.0
                                          ------    ------    ------    ------     ------
Operating income                             5.6       2.8       4.1       1.6        7.0
Interest expense                             1.6       1.6       1.7       1.8        1.6
Income taxes                                 1.5        .5        .9       --         2.1
Cumulative effect of changes in
     accounting methods                      --        --        --        --         -- 
                                          ------    ------    ------    ------     ------
Net earnings (loss)                          2.5%       .7%      1.5%      (.2%)      3.3%
                                          ======    ======    ======    ======     ======
<CAPTION>

Years Ended December 31                   1993      1992      1991       1990      1989   
- ------------------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>        <C>       <C>    
Operating revenues                         100.0%    100.0%    100.0%     100.0%    100.0%
Operating expenses:
  Salaries, wages
    and employee benefits                   36.4      38.2      40.0       41.4      42.1
  Purchased transportation                  18.4      12.2       7.0        0.7       0.7
  Fuel and fuel taxes                       12.4      14.2      16.3       17.3      15.7
  Depreciation                               8.2       9.5       9.4        9.7       9.5
  Operating supplies and expenses            7.2       7.4       8.0        8.8       8.5
  Insurance and claims                       4.0       4.8       4.7        5.4       4.5
  Operating taxes and licenses               2.8       2.8       3.0        3.2       3.5
  General and administrative expenses        1.9       2.0       2.1        2.3       1.7
  Communication and utilities                1.0       1.3       1.4        1.4       1.7
  Special charges                            --        --        --         --        -- 
                                          ------    ------    ------     ------    ------
     Total operating expenses               92.3      92.4      91.9       90.2      87.9
                                          ------    ------    ------    ------     ------
Operating income                             7.7       7.6       8.1        9.8      12.1
Interest expense                             1.4       1.2       1.5        1.2       1.8
Income taxes                                 2.6       2.3       2.6        3.4       4.3
Cumulative effect of changes in
     accounting methods                      --         .2       (.2)       --        -- 
                                          ------    ------    ------     ------    ------
Net earnings (loss)                          3.7%      4.3%      3.8%       5.2%      6.0%
                                          ======    ======    ======     ======    ======
</TABLE>

The following table sets forth certain operating data of the Company.

<TABLE>
<CAPTION>

Years Ended December 31                  1998        1997        1996        1995        1994
- ---------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>         <C>         <C>      
Total loads                         2,243,856   1,802,006   1,605,546   1,361,251   1,187,815
Average number of tractors in
     the fleet during the year          8,207       7,629       7,728       7,559       7,094
Tractors operated (at year end)         8,906       7,508       7,750       7,706       7,412
Trailers/containers (at year end)      35,366      30,391      27,773      24,618      22,687
Tractor miles (in thousands)          922,560     790,018     810,450     772,199     740,626
<CAPTION>
Years Ended December 31                  1993        1992        1991        1990        1989
- ---------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>         <C>         <C>      
Total loads                         1,081,013     960,031     796,929     596,574     536,448
Average number of tractors in
     the fleet during the year          6,890       6,424       5,286       4,413       3,616
Tractors operated (at year end)         6,775       7,004       5,843       4,729       4,096
Trailers/containers (at year end)      19,089      17,391      12,389      10,563       9,339
Tractor miles (in thousands)          718,767     733,700     638,926     551,175     495,377
</TABLE>

                                        8
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION 

     The following discussion and analysis should be read in conjunction with 
the Consolidated Financial Statements of the Company and related footnotes 
appearing in this annual report.

SUMMARY OF 1998
     J.B. Hunt's 1998 financial and operating results reflected a number of 
positive trends when compared with 1997. For the first time since 1996, the 
Company experienced a net increase in the tractor fleet. A 9% increase in VAN 
tractor count and a 17% increase in the VAN driver force during 1998 
contributed to a 19% increase in VAN segment revenue. Intermodal revenue, 
which is included in the VAN segment, increased 12% during 1998 and also 
helped support revenue growth. VAN truck only revenue per loaded mile 
increased nearly 2% during 1998, while intermodal rates declined nearly 3%. 
The significant increase in the VAN driver to tractor ratio also helped 
improve tractor utilization to 2,645 miles per week in 1998 from 2,555 in 
1997. This approximate $225 million increase in VAN revenue and higher 
tractor utilization contributed to the significant increase in 1998 VAN 
operating income. VAN earnings were also favorably impacted in 1998 by lower 
fuel prices and lower insurance and claims costs.

     The 25% increase in the JBHL segment revenue during 1998 was due to new 
logistics agreements with new customers and growth of business levels with 
existing customers. The increase in 1998 JBHL operating income was primarily 
related to the higher revenue levels, as JBHL margins remained relatively 
constant. DCS segment revenue increased 41% to $211.9 million in 1998 from 
$150.7 million in 1997. This increase in DCS revenue was driven by both new 
customer contracts and additional projects or fleet additions to existing 
contracts. The higher level of DCS operating income during 1998 was primarily 
due to the growth of segment revenue and cost reduction actions in certain 
projects. Lower fuel costs also contributed to higher operating income in the
DCS segment. Other revenue in 1997 included the flatbed business which was 
sold in 1997.

RESULTS OF OPERATIONS

     1998 COMPARED WITH 1997
<TABLE>
<CAPTION>
                                              Operating Segments
                                          For Years Ended December 31
                                           (in millions of dollars)

                                               Gross Revenue                               Operating Income   
                               ----------------------------------------------         ------------------------
                                   1998             1997            % Change           1998               1997
                                   ----             ----            --------           ----               ----
<S>                             <C>               <C>               <C>                <C>               <C>  
Van/Intermodal                  $1,378.4          $1,153.5              19%            $ 81.1            $28.2
JBHL                               317.3             254.1              25                7.5              6.1
DCS                                211.9             150.7              41               17.0             10.9
Other                                8.0              59.8             (87)              (2.6)            (2.3)
                                --------          --------            ----              -----            -----
     Subtotal                    1,915.6           1,618.1              18              103.0             42.9
Inter-segment eliminations         (74.0)            (63.8)             --                 --               --
                                --------          --------            ----              -----            -----
     Total                      $1,841.6          $1,554.3              18%            $103.0            $42.9
                                ========          ========            ====             ======            =====
</TABLE>

                                        9
<PAGE>

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

<TABLE>
<CAPTION>
                                                            Percentage of                         Percentage
                                                          Operating Revenue                         Change   
                                                        ---------------------                    -------------  
                                                        1998             1997                    1998 vs. 1997
                                                        ----             ----                    -------------
<S>                                                     <C>              <C>                     <C>
Operating revenues                                      100.0%           100.0%                      18.5%
Operating expenses:
    Salaries, wages and employee benefits               34.9%            34.4%                       20.3%
    Purchased transportation                            30.7             30.6                        18.9
    Fuel and fuel taxes                                  7.5              9.1                        (3.0)
    Depreciation                                         7.4              8.4                         4.3
    Operating supplies and expenses                      8.2              8.4                        16.6
    Insurance and claims                                 1.8              2.4                       (13.8)
    Operating taxes and licenses                         1.3              1.6                        (2.3)
    General and administrative expenses                  1.6              1.2                        49.0
    Communication and utilities                          1.0              1.1                        13.2
                                                       -----             ----                       -----
       Total operating expenses                         94.4             97.2                        15.0
                                                        ----             ----                       -----
       Operating income                                  5.6              2.8                       140.1
Interest expense                                         1.6              1.6                        16.8
                                                       -----             ----                       -----
       Earnings before income taxes                      4.0              1.2                       305.5
Income taxes                                             1.5               .5                       294.9
                                                       -----             ----                       -----
       Net earnings                                      2.5%              .7%                      312.1%
                                                       =====            =====                       ===== 
</TABLE>

OPERATING EXPENSES
     Total operating expenses in 1998 increased 15% over 1997, while total 
operating revenues increased nearly 19% during the same period. Operating 
expenses expressed as a percentage of operating revenues (operating ratio) 
were 94.4% in 1998, compared with 97.2% in 1997. Salaries, wages and employee 
benefits increased 20% during 1998 and rose to 34.9% of revenue in 1998 from 
34.4% in 1997. This increase was primarily due to an increase in driver wages 
as a percentage of revenue, driven by the mix change of more experienced, 
higher paid drivers, partly offset by lower worker's compensation claims 
costs. The increase in purchased transportation expense was related to the 
growth of intermodal and JBHL business, which results in higher payments to 
railroads and third-party motor carriers for purchased transportation 
services. Significantly lower fuel costs per gallon and slightly higher fuel 
miles per gallon performance helped drive fuel and fuel tax expense down in 
1998.

     Depreciation expense increased approximately 4% during 1998, but 
declined to 7.4% of revenue in 1998 from 8.4% in 1997. The amount of revenue 
equipment depreciation expense increased in relative proportion to the size 
of the fleet. However, depreciation was reduced by gains on the sale of 
certain assets. Gains on asset dispositions reduce depreciation expense and 
totaled $4.1 million in 1998, compared with $.7 million in 1997. Gains were 
recognized during 1998 on the sale of land in Lowell, Arkansas, a small 
subsidiary company and certain tractors and trailing equipment. Operating 
supplies and expenses include maintenance on revenue equipment and tires and 
increased in relative proportion to the fleet size. The decline in operating 
supplies and expenses as a percentage of revenue was due primarily to the 
growth of non-asset based revenue.

     The significant decrease in insurance and claims expense was the result 
of fewer vehicle collisions during 1998 and a decline in the cost per 
collision. The Company was successful in attracting and retaining experienced 
professional drivers that have been involved in fewer vehicle collisions and 
reduced accident costs. The decline in operating taxes and licenses was due, 
in part, to refunds received from certain state taxing authorities. The 
increase in general and administrative expenses was partly due to higher 
levels of spending for computer rental and maintenance. This spending was 
related to the decision to lease rather than purchase certain computer 
equipment and also for Year 2000 compliance work. Communications and 
utilities increased in relative proportion to revenue growth. Interest 
expense increased 17%, primarily due to higher debt levels. The effective 
income tax rate was 37% in 1998 and 38% in 1997.

     As a result of the above, net earnings for 1998 increased to $46.8 
million, or diluted earnings per share of $1.28, compared with $11.4 million 
in 1997, or $.31 per diluted share. A decrease in the number of weighted 
average shares outstanding (before the effect of dilutive stock options), was 
primarily due to the Company's acquisition of treasury shares. An increase in 
weighted average shares assuming dilution resulted from the increased effect 
of dilutive stock options caused by the increase in the Company's average 
market price of common stock during 1998.

                                       10
<PAGE>

SUMMARY OF 1997
     J.B. Hunt's 1997 financial and operating results reflect some 
significant management actions which were implemented during 1997 and late 
1996. In early 1996, a decision was made to concentrate Company resources on 
the three operating segments of VAN, JBHL and DCS. Assets and businesses 
which did not relate to these segments were sold. Businesses which 
transported small parcels and specialized in hazardous commodities were sold 
during 1996 and a flatbed operation was sold in 1997. In September of 1996, a 
new VAN over-the-road driver compensation package was announced, which became 
effective in February of 1997. This new pay and benefit package, which 
increased annual pay by approximately 33% for certain VAN drivers, was 
successful in attracting and retaining experienced and professional drivers. 
Driver turnover in the VAN business declined to 45% in 1997 from 86% in 1996. 
The increased cost of the new pay and benefit package was partly offset, as 
anticipated, by closing the two company-owned driver training schools, lower 
driver recruiting expense, reduced vehicle collisions and higher tractor 
utilization. The ability to add drivers and a strong demand for 
transportation services during late 1997 combined to produce revenue growth 
during the fourth quarter of 1997.

     Consolidated operating revenues increased 4.5% in 1997, to $1,554.3 
million from $1,486.7 million in 1996. Operating revenue in the VAN segment 
increased 7%, to $1,153.5 million in 1997 from $1,082.8 million in 1996. This 
increase was primarily due to a 9% increase in the size of the tractor fleet, 
offset by approximately 2% reductions in both truck only and intermodal 
rates. JBHL revenues increased 46% to $254.1 million in 1997 from $173.6 
million in 1996. This increase in JBHL revenue was primarily due to new 
business and contracts executed with significant "Fortune 500" customers. DCS 
revenue increased 19%, to $150.7 million in 1997 from $126.9 million in 1996. 
This increase in DCS revenue was driven by both new customer contracts and 
additional projects or fleet additions to existing contracts. The DCS tractor 
count increased by 18% in 1997. Other revenue in 1997 and 1996 included the 
parcel management and special commodities operations which were sold in 1996 
and a flatbed division which was sold in 1997.

1997 COMPARED WITH 1996

<TABLE>
<CAPTION>
                                              Operating Segments
                                          For Years Ended December 31
                                           (in millions of dollars)

                                               Gross Revenue                               Operating Income   
                               ---------------------------------------------          ------------------------
                                   1997             1996           % Change             1997              1996
                                   ----             ----           --------             ----              ----
<S>                             <C>               <C>              <C>                  <C>              <C>  
Van/Intermodal                  $1,153.5          $1,082.8               7%             $28.2            $43.4
JBHL                               254.1             173.6              46                6.1              5.1
DCS                                150.7             126.9              19               10.9             10.0
Other                               59.8             150.5             (60)              (2.3)             1.9
                                 -------           -------            ----              -----            -----
     Subtotal                    1,618.1           1,533.8               5               42.9             60.4
Inter-segment eliminations         (63.8)            (47.1)            --                  --               --
                                ---------         --------            ----              -----            -----
     Total                      $1,554.3          $1,486.7               5%             $42.9            $60.4
                                ========          ========            ====              =====            =====
</TABLE>

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
                                                            Percentage of                       Percentage
                                                         Operating Revenues                       Change
                                                        ---------------------                 -------------
                                                        1997             1996                 1997 vs. 1996
                                                        ----             ----                 -------------
<S>                                                     <C>              <C>                  <C>          
Operating revenues                                     100.0%           100.0%                      4.5%

Operating expenses:
    Salaries, wages and employee benefits               34.4%            32.6%                     10.3%
    Purchased transportation                            30.6             27.2                      17.7
    Fuel and fuel taxes                                  9.1             10.8                     (11.5)
    Depreciation                                         8.4              8.4                       4.6
    Operating supplies and expenses                      8.4              8.0                       8.8
    Insurance and claims                                 2.4              3.9                     (35.1)
    Operating taxes and licenses                         1.6              1.9                     (10.3)
    General and administrative expenses                  1.2              1.9                     (32.5)
    Communication and utilities                          1.1              1.2                      (8.0)
                                                     -------           ------                    ------
       Total operating expenses                         97.2             95.9                       6.0
                                                     -------           ------                    ------
       Operating income                                  2.8              4.1                     (28.9)
Interest expense                                         1.6              1.7                       (.5)
                                                      ------            -----                    ------
       Earnings before income taxes                      1.2              2.4                     (48.6)
Income taxes                                              .5               .9                     (48.6)
                                                      ------            -----                    ------
       Net earnings                                       .7%             1.5%                    (48.6%)
                                                      ======            =====                    ======  
</TABLE>

OPERATING EXPENSES
     Total operating expenses in 1997 increased 6% over 1996, while operating 
revenues increased 4.5% over the same period. Operating expenses expressed as 
a percentage of operating revenues (operating ratio) were 97.2% in 1997, 
compared with 95.9% in 1996. The increase in salaries, wages and employee 
benefits was primarily due to the new driver compensation package, which was 
effective in February of 1997. The significant increase in purchased 
transportation was consistent with trends in recent years and reflects 
payments to railroads and other third-party companies that provided 
transportation services to the Company. Fuel and fuel taxes expense declined, 
primarily due to lower fuel cost per gallon and improved miles per gallon 
performance.

     The increase in operating supplies and expenses was primarily due to 
higher trailing equipment lease and rental costs. The decline in insurance 
and claims expense was a result of lower collision frequency, primarily 
related to a decision to limit the speed of the tractor fleet to 59 miles per 
hour and the more experienced driver force attracted by the new compensation 
package. A related reduction in general and administrative expenses was 
primarily due to reduced driver recruiting and training costs. Reduced 
insurance related costs and lower driver hiring expenses were two primary 
sources for funding the new driver compensation program.

     As a result of the above, net earnings for 1997 declined to $11.4 
million, or diluted earnings per share of $.31, from $22.1 million, or $.58 
per diluted share in 1996. A decrease in the number of weighted average 
shares outstanding (before the effect of dilutive stock options), was 
primarily due to the Company's acquisition of treasury shares.

LIQUIDITY AND CAPITAL RESOURCES
     The Company generates significant amounts of cash from operating
activities. Net cash provided by operating activities was $183 million in 1998,
$161 million in 1997 and $141 million in 1996. During the three year period
ended December 31, 1998, primary operating cash requirements were applied to
increases in accounts receivable, other current assets (inventories, licenses
and permits) and to pay claims. Primary sources of cash included net earnings,
depreciation, trade accounts payable and deferred income taxes.

     Net cash used in investing activities was $261 million in 1998, $90 
million in 1997 and $131 million in 1996. The primary use of funds for 
investing activities was the acquisition of new revenue equipment. New 
tractor purchases were approximately 2,900 in 1998, 2,400 in 1997 and 2,000 
in 1996. The level of investment spending for trailing equipment varied 
significantly during the three year period ended December 31, 1998. The total 
number of trailing pieces of equipment purchased was approximately 4,700 in 
1998, 490 in 1997 and 1,900 in 1996. The Company leased trailing equipment in 
1998 and 1997 to supplement its owned fleet.

                                       12
<PAGE>

     Financing activities generated $83 million in 1998 and consumed $71 
million in 1997 and $10 million in 1996. The Company sold $100 million of 
7.00% senior notes in September of 1998, which will mature in September of 
2004. Financing activities also included the purchase of treasury stock 
totaling $5.8 million in 1998, $22.0 million in 1997 and $17.8 million in 
1996. Funds were also used for repayments of debt and to pay dividends.

<TABLE>
<CAPTION>

SELECTED BALANCE SHEET DATA
As of December 31                                                           1998         1997         1996
- ----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>          <C>   
Working capital ratio                                                       1.09          .97         1.03
Current maturities of long-term debt (millions)                           $ 16.4       $ 17.5       $ 49.8
Total debt (millions)                                                     $  433       $  340       $  382
Total debt to equity                                                        1.15         1.01         1.07
Total debt as a percentage of total capital                                  .54          .50          .52
</TABLE>
     The Company is authorized to issue up to $240 million in notes under a 
commercial paper note program, of which $131 million was outstanding at 
December 31, 1998. In addition, the Company has approximately $95 million of 
uncommitted lines of credit, none of which were outstanding at December 31, 
1998.

     From time to time the Board of Directors authorizes the repurchase of 
Company common stock. Purchases of Company stock were:

<TABLE>
<CAPTION>

                                              1998                1997              1996      
     -----------------------------------------------------------------------------------------
     <S>                                <C>                 <C>                <C> 
     Number of shares acquired               225,000            1,468,000          1,159,000
     Price range of shares              $17.69 - $27.94     $13.50 - $17.00    $14.13 - $16.63
</TABLE>

     At December 31, 1998, the Company had committed to purchase 
approximately $110 million of revenue and service equipment net of expected 
proceeds from sale or trade-in allowances. Additional capital spending for 
new revenue equipment is anticipated during 1999, however, funding for such 
expenditures is expected to come from cash generated from operations and 
existing borrowing facilities.

YEAR 2000

     The Company utilizes and is dependent upon a wide variety of complex 
information technologies (IT) to conduct daily business operations. Some of 
the Company's older computer software programs and equipment use two digit 
fields rather than four digit fields to define the applicable year. As a 
result, some of the time or date-sensitive functions of these programs and 
equipment could result in equipment shutdowns, miscalculations, inability to 
process data and/or disruption of operations as the Year 2000 approaches. It 
is possible that some problems may develop during 1999 (e.g. applications 
that utilize future or projected data), well before January 1, 2000.

     The Company recognized the importance of Year 2000 issues and developed 
an action plan in 1996. The plan includes systematic reviews of all internal 
hardware, software and functions to either verify that the system is Year 
2000 compliant or modify/replace the software or system as required. The 
process includes the use of a software testing tool which simulates the 
transition to the Year 2000. The original plan contemplated all conversion 
efforts to be completed by the end of 1998. As of December 31, 1998, the 
majority of application programs (i.e. software that interacts with users 
through computer terminals and produces reports) had been modified or 
replaced. These programs have been unit tested by IT staff members, but still 
require detail testing by users and Year 2000 simulation. A number of the 
primary financial systems utilized to pay vendors, track customer accounts 
receivable and produce regular financial reports have been converted or are 
in the final stages of conversion to be Year 2000 compliant. The additional 
modifications, installations and unit testing of the Company's internal 
computer and IT applications are currently expected to be completed by July 
1, 1999.

     In addition to the issues and risks associated with the Company's 
internal IT systems and equipment, the Company has relationships and is 
dependent upon a number of third parties that include customers and suppliers 
of goods and services. Daily business operations include the electronic data 
interchange of information (EDI) with customers and providers of 
transportation services such as railroads and motor freight carriers. Other 
third party providers of critical services such as voice and data 
communications, natural gas and electricity, and diesel fuel are also an 
integral part of daily business operations. If significant numbers or certain 
critical customers or suppliers

                                       13

<PAGE>

experience failures in their computer systems or equipment due to Year 2000 
non-compliance, it could adversely affect the Company's normal business 
activities. While some of these risks are not controllable by the Company, a 
number of actions and procedures have been implemented to assess and/or 
reduce this risk. Formal communications have been initiated with certain 
significant customers and suppliers. Depending upon the circumstances, formal 
certifications of Year 2000 compliance have been requested and received. The 
Company has not received enough formal responses to date to make an accurate 
assessment of the Year 2000 readiness of its primary customers and suppliers.

     Since 1996, the Company has spent approximately $1.3 million on Year 
2000 compliance. Estimated future expense to complete testing and related 
compliance work is $200,000 for a total cost of $1.5 million. These costs are 
being charged to operations as incurred. This cost estimate excludes certain 
new system acquisitions, development and implementation expenses that relate 
to on-going business activity, normal upgrades and enhancements. The Company 
has also spent approximately $4.4 million of acquisition and implementation 
costs for primary financial systems upgrades. These costs are being 
capitalized and amortized over the estimated useful life of the software 
since these new systems were acquired for business reasons and not to 
remediate Year 2000 problems, if any, in the former systems. Current 
estimated future costs for such financial systems upgrades are $3.0 million.

     The Company presently believes that its internal computer systems and 
equipment will not pose significant operational problems relative to the Year 
2000 issue. There can be no assurance that the Company will properly identify 
all Year 2000 issues or that certain external customers or suppliers will not 
experience disruption of IT functions or actual services provided. Even 
short-term disruption of telecommunications service, for example, could have 
a material adverse impact on the Company's business. In order to reduce the 
risks associated with the Year 2000 problem, the Company is developing a 
contingency plan which is expected to be completed by June 30, 1999.

RECENT PRONOUNCEMENTS
     In June 1998, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for 
Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 
establishes new accounting and reporting standards for derivative financial 
instruments and for hedging activities. SFAS 133 requires an entity to 
measure all derivatives at fair value and to recognize them in the balance 
sheet as an asset or liability, depending on the entity's rights or 
obligations under the applicable derivative contract. The recognition of 
changes in fair value of a derivative that affect the income statement will 
depend on the intended use of the derivative. If the derivative does not 
qualify as a hedging instrument, the gain or loss on the derivative will be 
recognized currently in earnings. If the derivative qualifies for special 
hedge accounting, the gain or loss on the derivative will either (1) be 
recognized in income along with an offsetting adjustment to the basis of the 
item being hedged or (2) be deferred in other comprehensive income and 
reclassified to earnings in the same period or periods during which the 
hedged transaction affects earnings. SFAS 133 will be effective for the 
Company no later than the quarter ending March 31, 2000, SFAS 133 may not be 
applied retroactively to financial statements of prior periods. The Company 
has not determined the impact that Statement 133 will have on its financial 
statements and believes that such determination will not be meaningful until 
closer to the date of initial adoption.

FORWARD-LOOKING STATEMENTS
     This report contains statements that may be considered as 
forward-looking or predictions concerning future operations. Such statements 
are based on management's belief or interpretation of information currently 
available. These statements and assumptions involve certain risks and 
uncertainties and management can give no assurance that such expectations 
will be realized. Among all the factors and events that are not within the 
Company's control and could have a material impact on future operating 
results are general economic conditions, cost and availability of diesel 
fuel, adverse weather conditions and competitive rate fluctuations. Future 
financial and operating results of the Company may fluctuate as a result of 
these and other risk factors as detailed from time to time in Company filings 
with the Securities and Exchange Commission.

                                       14
<PAGE>

ITEM 7a.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's earnings are affected by changes in short-term interest 
rates as a result of its issuance of short-term commercial paper. However, 
due to its selective utilization of interest rate swaps, the effects of 
interest rate changes are mitigated. Risk can be estimated by measuring the 
impact of a near-term adverse movement of 10% in short-term market interest 
rates. If short-term market interest rates average 10% more in 1999 than in 
1998, there would be no material adverse impact on the Company's results of 
operations. At December 31, 1998, the Company's interest rate swap agreements 
had a fair value of $1.6 million (net liability position). The Company has no 
material future earnings or cash flow expenses from changes in interest rates 
related to its long-term debt obligations as all of the Company's long-term 
debt obligations have fixed rates. At December 31, 1998, the fair value of 
the Company's fixed rate long-term obligations approximated carrying value.

     Although the Company conducts business in foreign countries, 
international operations are not material to the Company's consolidated 
financial position, results of operations or cash flows. Additionally, 
foreign currency translation gains and losses were not material to the 
Company's results of operations for the year ended December 31, 1998. 
Accordingly, the Company is not currently subject to material foreign 
currency exchange rate risks from the effects that exchange rate movements of 
foreign currencies would have on the Company's future costs or on future cash 
flows it would receive from it's foreign investment. To date, the Company has 
not entered into any foreign currency forward exchange contracts or other 
derivative financial instruments to hedge the effects of adverse fluctuations 
in foreign currency exchange rates.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                                                                                                               PAGE
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C> 
Independent Auditors' Report                                                                                     16

Consolidated Balance Sheets as of December 31, 1998 and 1997                                                     17

Consolidated Statements of Earnings for years ended December 31, 1998, 1997 and 1996                             19

Consolidated Statements of Stockholders' Equity for years ended December 31, 1998, 1997 and 1996                 20

Consolidated Statements of Cash Flows for years ended December 31, 1998, 1997 and 1996                           22

Notes to Consolidated Financial Statements                                                                       24
</TABLE>



                                       15
<PAGE>

INDEPENDENT AUDITORS' REPORT

     The Board of Directors
     J.B. Hunt Transport Services, Inc.:

     We have audited the accompanying consolidated balance sheets of J.B. 
Hunt Transport Services, Inc. and subsidiaries as of December 31, 1998 and 
1997, and the related consolidated statements of earnings, stockholders' 
equity and cash flows for each of the years in the three-year period ended 
December 31, 1998. These consolidated financial statements are the 
responsibility of the Company's management. Our responsibility is to express 
an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of J.B. Hunt 
Transport Services, Inc. and subsidiaries as of December 31, 1998 and 1997, 
and the results of their operations and their cash flows for each of the 
years in the three-year period ended December 31, 1998, in conformity with 
generally accepted accounting principles.


                                                  KPMG LLP



Little Rock, Arkansas
February 5, 1999




                                       16

<PAGE>

                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1998 and 1997

                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                    ASSETS                 1998            1997
                                                      ------------     ------------  
<S>                                                   <C>              <C>
Current assets:
  Cash and cash equivalents                           $      9,227            3,701  
  Trade accounts receivable                                184,367          169,198  
  Refundable income taxes (note 4)                             937            2,711  
  Inventories                                                6,917            6,339  
  Prepaid licenses and permits                              14,887           10,476  
  Other current assets                                       7,661            5,190  
  Deferred income taxes (note 4)                             1,275            2,337  
                                                      ------------     ------------  

              Total current assets                         225,271          199,952  
                                                      ------------     ------------  

Property and equipment, at cost:
  Revenue and service equipment                          1,235,824        1,045,069  
  Land                                                      20,337           19,109  
  Structures and improvements                               67,937           59,446  
  Furniture and office equipment                            93,935           93,854  
                                                      ------------     ------------  

              Total property and equipment               1,418,033        1,217,478  

  Less accumulated depreciation                            492,633          420,671  
                                                      ------------     ------------  

              Net property and equipment                   925,400          796,807  
                                                      ------------     ------------  

Other assets (note 7)                                       20,808           25,160  
                                                      ------------     ------------  
                                                      ------------     ------------  
                                                      $  1,171,479        1,021,919  
                                                      ------------     ------------  
                                                      ------------     ------------  
</TABLE>


                                      17                             (Continued)
<PAGE>

                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1998 and 1997

                (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
            LIABILITIES AND STOCKHOLDERS' EQUITY                 1998             1997
                                                             ------------    ------------  
<S>                                                          <C>             <C>
Current liabilities:
  Current maturities of long-term debt (note 2)              $     16,350          17,500  
  Trade accounts payable                                          147,967         138,509  
  Claims accruals                                                   6,131          22,306  
  Accrued payroll                                                  23,684          16,096  
  Other accrued expenses                                           11,909          10,677  
                                                             -------------   ------------  

              Total current liabilities                            206,041        205,088  
                                                             -------------   ------------  

Long-term debt, excluding current maturities (note 2)              417,045        322,790  

Claims accruals                                                      7,166         15,168  

Deferred income taxes (note 4)                                     165,570        140,909  
                                                             -------------   ------------  

              Total liabilities                                    795,822        683,955  
                                                             -------------   ------------  

Stockholders' equity (notes 2 and 3):
  Preferred stock, par value $100.  Authorized 10,000,000
    shares; none outstanding                                          -              -     
  Common stock, par value $.01 per share.  Authorized
    100,000,000 shares; issued 39,009,858 shares                       390            390  
  Additional paid-in capital                                       106,985        105,682  
  Retained earnings                                                326,145        286,409  
  Accumulated other comprehensive loss                              (5,621)        (5,621)  
                                                             -------------   ------------  

                                                                   427,899        386,860  

  Treasury stock, at cost (3,401,501 shares in 1998 and
    3,346,550 shares in 1997)                                       52,242         48,896  
                                                             -------------   ------------  

              Total stockholders' equity                           375,657        337,964  

Commitments and contingencies (notes 2, 3, 5 and 8)
                                                             -------------   ------------  
                                                             $   1,171,479      1,021,919  
                                                             -------------   ------------  
                                                             -------------   ------------  
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       18
<PAGE>

                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                  Years ended December 31, 1998, 1997 and 1996

                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                               1998             1997             1996      
                                                           ------------     ------------     ------------  
<S>                                                        <C>              <C>              <C>
Operating revenues                                         $  1,841,628        1,554,292        1,486,748  
Operating expenses:
  Salaries, wages and employee benefits (note 5)                642,946          534,415          484,702  
  Purchased transportation                                      565,575          475,768          404,140  
  Fuel and fuel taxes                                           137,561          141,770          160,265  
  Depreciation                                                  136,304          130,661          124,931  
  Operating supplies and expenses                               151,622          130,065          119,581  
  Insurance and claims                                           32,674           37,904           58,387  
  Operating taxes and licenses                                   24,029           24,588           27,422  
  General and administrative expenses                            28,636           19,225           28,501  
  Communication and utilities                                    19,237           16,986           18,456  
                                                           ------------     ------------     ------------  

              Total operating expenses                        1,738,584        1,511,382        1,426,385  
                                                           ------------     ------------     ------------  

              Operating income                                  103,044           42,910           60,363  

Interest expense                                                 28,700           24,578           24,694  
                                                           ------------     ------------     ------------  

              Earnings before income taxes                       74,344           18,332           35,669  

Income taxes (note 4)                                            27,507            6,966           13,554  
                                                           ------------     ------------     ------------  

              Net earnings                                 $     46,837           11,366           22,115  
                                                           ------------     ------------     ------------  
                                                           ------------     ------------     ------------  

              Basic earnings per share                     $       1.32              .31              .58  
                                                           ------------     ------------     ------------  
                                                           ------------     ------------     ------------  

              Diluted earnings per share                   $       1.28              .31              .58  
                                                           ------------     ------------     ------------  
                                                           ------------     ------------     ------------  
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       19
<PAGE>

                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity

                  Years ended December 31, 1998, 1997 and 1996

                (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                     ADDITIONAL
                                                        COMMON         PAID-IN
                                                        STOCK          CAPITAL
                                                     ------------    ------------  
<S>                                                  <C>             <C>
Balances at December 31, 1995                        $        390         105,577  
Tax benefit of stock options exercised                         --             325  
Sale of treasury stock to employees                            --              (5) 
Repurchase of treasury stock                                   --              --  
Cash dividends paid ($.20 per share)                           --              --  

Comprehensive income:
  Net earnings                                                 --              --  
  Foreign currency translation                                 --              --  
                                                     ------------    ------------  

    Total comprehensive income

Balances at December 31, 1996                                 390         105,897
Tax benefit (expense) of stock options exercised               --             (54)
Sale of treasury stock to employees                            --             146
Forfeiture of restricted stock                                 --            (307)
Repurchase of treasury stock                                   --              --  
Cash dividends paid ($.20 per share)                           --              --  

Comprehensive income - net earnings                            --              --  
                                                     ------------    ------------  

Balances at December 31, 1997                                 390         105,682
Tax benefit of stock options exercised                         --             925
Sale of treasury stock to employees                            --             382
Forfeiture of restricted stock                                 --              (4)
Repurchase of treasury stock                                   --              --  
Cash dividends paid ($.20 per share)                           --              --  

Comprehensive income - net earnings                            --              --  
                                                     ------------    ------------  

Balances at December 31, 1998                        $        390         106,985  
                                                     ------------    ------------  
                                                     ------------    ------------  


          See accompanying notes to consolidated financial statements.

                                      20                            (Continued)

<PAGE>


<CAPTION>
                                                                                  ACCUMULATED                      TOTAL
                                                                                    OTHER                      STOCKHOLDERS'
                                                   COMPREHENSIVE    RETAINED     COMPREHENSIVE    TREASURY        EQUITY
                                                      INCOME        EARNINGS         LOSS           STOCK      (NOTES 2 AND 3)
                                                   -------------  ------------   -------------  ------------   ---------------
<S>                                                <C>            <C>            <C>            <C>            <C>
Balances at December 31, 1995                                          267,823         (6,739)       (10,112)        356,939  
Tax benefit of stock options exercised                                   -              -              -                 325  
Sale of treasury stock to employees                                      -              -              2,114           2,109  
Repurchase of treasury stock                                             -              -            (17,777)        (17,777)  
Cash dividends paid ($.20 per share)                                    (7,574)         -              -              (7,574)  

Comprehensive income:
    Net earnings                                   $     22,115         22,115          -              -              22,115  
    Foreign currency translation                          1,118          -              1,118          -               1,118  
                                                   ------------   ------------   ------------   ------------    ------------  
    Total comprehensive income                     $     23,233
                                                   ------------
                                                   ------------

Balances at December 31, 1996                                          282,364         (5,621)       (25,775)        357,255  
Tax benefit (expense) of stock options exercised                         -              -              -                 (54)  
                                                   ------------   ------------   ------------   ------------    ------------  
Sale of treasury stock to employees                                      -              -                182             328  
Forfeiture of restricted stock                                           -              -             (1,269)         (1,576)  
Repurchase of treasury stock                                             -              -            (22,034)        (22,034)  
Cash dividends paid ($.20 per share)                                    (7,321)         -              -              (7,321)  

Comprehensive income - net earnings                $     11,366         11,366          -              -              11,366  
                                                   ------------   ------------   ------------   ------------    ------------  
Balances at December 31, 1997                                          286,409         (5,621)       (48,896)        337,964  
Tax benefit of stock options exercised                                   -              -              -                 925  
Sale of treasury stock to employees                                      -              -              2,486           2,868  
Forfeiture of restricted stock                                           -              -                (18)            (22)  
Repurchase of treasury stock                                             -              -             (5,814)         (5,814)  
Cash dividends paid ($.20 per share)                                    (7,101)         -              -              (7,101)  

Comprehensive income - net earnings                $     46,837         46,837          -              -              46,837  
                                                   ------------   ------------   ------------   ------------    ------------  
                                                   ------------
Balances at December 31, 1998                                          326,145         (5,621)       (52,242)        375,657  
                                                                  ------------   ------------   ------------    ------------  
                                                                  ------------   ------------   ------------    ------------  
</TABLE>

                                       21
<PAGE>

                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1998, 1997 and 1996

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                   1998             1997           1996     
                                                              ------------     ------------    ------------ 
<S>                                                           <C>              <C>             <C>
Cash flows from operating activities:
  Net earnings                                                $     46,837           11,366          22,115  
    Adjustments to reconcile net earnings to
      net cash provided by operating activities:
        Depreciation                                               136,304          130,661         124,931  
        Provision for noncurrent deferred
          income taxes                                              24,661           (1,250)         19,430  
        Tax benefit (expense) of stock options
          exercised                                                    925              (54)            325  
        Termination of restricted stock                                (22)          (1,576)           (277)  
        Amortization of discount, net                                 (145)             219             296  
        Changes in operating assets and liabilities:
          Trade accounts receivable                                (15,169)         (15,327)         (8,734)  
          Other current assets                                      (5,686)          11,248          (6,319)  
          Deferred income taxes                                      1,062            8,663            (829)  
          Trade accounts payable                                     9,458           22,165          (9,291)  
          Claims accruals                                          (24,177)          (9,019)         (5,021)  
          Accrued payroll and other accrued
            expenses                                                 8,820            3,640           4,035  
                                                              ------------     ------------    ------------  

              Net cash provided by operating
                activities                                         182,868          160,736         140,661  
                                                              ------------     ------------    ------------  

Cash flows from investing activities:
  Additions to property and equipment                             (306,128)        (174,141)       (190,377)  
  Proceeds from sale of equipment                                   41,231           84,192          63,260  
  Decrease (increase) in other assets                                4,352              405          (3,753)  
                                                              ------------     ------------    ------------  

              Net cash used in investing activities               (260,545)         (89,544)       (130,870)  
                                                              ------------     ------------    ------------  
</TABLE>


                                      22                             (Continued)
<PAGE>


                       J. B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1998, 1997 and 1996

                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                   1998             1997           1996     
                                                              ------------     ------------    ------------ 
<S>                                                           <C>              <C>             <C>
Cash flows from financing activities:
  Net borrowings (repayments) on short-term
    obligations                                               $     (1,150)         (37,250)         24,440  
  Proceeds from long-term debt                                      99,400            -               -
  Repayments of long-term debt                                      (5,000)          (5,000)        (11,740)  
  Proceeds from sale of treasury stock                               2,868              328           2,386  
  Repurchase of treasury stock                                      (5,814)         (22,034)        (17,777)  
  Dividends paid                                                    (7,101)          (7,321)         (7,574)  
                                                              ------------     ------------    ------------  

              Net cash provided by (used in)
                financing activities                                83,203          (71,277)        (10,265)  
                                                              ------------     ------------    ------------  

Net increase (decrease) in cash and cash equivalents                 5,526              (85)           (474)  

Cash and cash equivalents at beginning of year                       3,701            3,786           4,260  
                                                              ------------     ------------    ------------  

Cash and cash equivalents at end of year                      $      9,227            3,701           3,786  
                                                              ------------     ------------    ------------  
                                                              ------------     ------------    ------------  

Supplemental disclosure of cash flow information: 
  Cash paid (received) during the year for:
    Interest                                                  $     26,387           24,634          25,258  
    Income taxes                                                        11           (6,162)         (2,602)  
                                                              ------------     ------------    ------------  
                                                              ------------     ------------    ------------  
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    DESCRIPTION OF BUSINESS

              J.B. Hunt Transport Services, Inc., together with its wholly-owned
              subsidiaries ("Company"), is a diversified transportation services
              and logistics company operating under the jurisdiction of the U.S.
              Department of Transportation and various state regulatory
              agencies.

              The Company presently has three distinct operating segments:
              Van/Intermodal: Logistics; and Dedicated Contract Services.

       (b)    PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the financial
              statements of the Company and its wholly-owned subsidiaries. All
              significant intercompany balances and transactions have been
              eliminated in consolidation.

       (c)    CASH AND CASH EQUIVALENTS

              For purposes of the statements of cash flows, the Company
              considers all highly liquid investments purchased with original
              maturities of three months or less to be cash equivalents.

       (d)    TIRES IN SERVICE

              The Company capitalizes 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.

       (e)    PROPERTY AND EQUIPMENT

              Depreciation of property and equipment is calculated on the
              straight-line method over the estimated useful lives of 5 - 10
              years for revenue and service equipment, 10 to 40 years for
              structures and improvements, and 3 to 10 years for furniture and
              office equipment. Gains on dispositions of revenue and other
              equipment, which are included in depreciation expense, were
              approximately $4,051,000, $664,000 and $7,949,000 for the years
              ended December 31, 1998, 1997 and 1996, respectively.

       (f)    REVENUE RECOGNITION

              The Company recognizes revenue based on relative transit time in
              each reporting period with expenses recognized as incurred.


                                       24                           (Continued)
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996



       (g)    INCOME TAXES

              Income taxes are accounted for under the asset and 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 carryforwards. 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 in
              income in the period that includes the enactment date.

       (h)    EARNINGS PER SHARE

              A reconciliation of the numerator and denominator of basic and
              diluted earnings per share is shown below:

<TABLE>
<CAPTION>
                                                                  FOR THE YEARS ENDED DECEMBER 31
                                                           -------------------------------------------  
                                                                1998          1997            1996
                                                           ------------   ------------    ------------  
                <S>                                        <C>            <C>             <C>
                Basic earnings per share:
                    Numerator (net earnings)               $ 46,837,000     11,366,000      22,115,000  
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  

                    Denominator (weighted
                      average shares outstanding)            35,581,579     36,404,932      37,913,331  
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  

                    Earnings per share                     $       1.32            .31             .58  
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  

                Diluted earnings per share:
                    Numerator (net earnings)               $ 46,837,000     11,366,000      22,115,000  
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  

                    Denominator:
                      Weighted average shares
                         outstanding                         35,581,579     36,404,932      37,913,331  
                      Effect of common stock
                         options                              1,019,624         43,510          61,482  
                                                           ------------   ------------    ------------  
                                                             36,601,203     36,448,442      37,974,813
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  

                    Earnings per share                     $       1.28            .31             .58  
                                                           ------------   ------------    ------------  
                                                           ------------   ------------    ------------  
</TABLE>

                                       25                           (Continued)
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


              Options to purchase shares of common stock that were outstanding
              during each year but were not included in the computation of
              diluted earnings per share because the options' exercise price was
              greater than the average market price of the common shares are
              shown in the table below.

<TABLE>
<CAPTION>
                                                               1998                   1997                   1996
                                                         -----------------      -----------------      ----------------
               <S>                                       <C>                    <C>                    <C>
               Number of shares under option                 162,000                4,420,000               613,800
               Range of exercise prices                  $ 26.00 - 37.50         $ 15.63 - 24.63        $ 17.81 - 24.63
</TABLE>

       (i)    CREDIT RISK

              Financial instruments which potentially subject the Company to
              concentrations of credit risk consist primarily of trade
              receivables. Concentrations of credit risk with respect to trade
              receivables are limited due to the Company's large number of
              customers and the diverse range of industries which they
              represent. As of December 31, 1998 and 1997, the Company had no
              significant concentrations of credit risk.

       (j)    DERIVATIVE FINANCIAL INSTRUMENTS

              The Company uses interest rate swaps to hedge the effects of
              fluctuations in interest rates. The differential paid or received
              on interest rate swap agreements is accrued as interest rates
              change and is charged or credited to interest expense over the
              life of the agreements. Any gains or losses realized upon the
              termination of an interest rate swap agreement are deferred and
              amortized over the remaining life of the original term as a charge
              or credit to interest expense.

       (k)    FOREIGN CURRENCY TRANSLATION

              Local currencies are generally considered the functional
              currencies outside the United States. Assets and liabilities are
              translated at year-end exchange rates for operations in local
              currency environments. Income and expense items are translated at
              average rates of exchange prevailing during the year.

              Prior to January 1, 1997, foreign currency translation
              adjustments, which reflect foreign currency exchange rate changes
              applicable to the net assets of the Mexican operations have been
              recorded as a separate item of accumulated other comprehensive
              loss in stockholders' equity. As of January 1, 1997, Mexico is
              considered a highly inflationary economy as defined by Statement
              of Financial Accounting Standards ("SFAS") No. 52, FOREIGN
              CURRENCY TRANSLATION. Accordingly, the more stable currency of the
              reporting parent (the Company) has been used, and the effect of
              exchange rates resulting in translation adjustments have been
              recorded as a component of net earnings for the years ended
              December 31, 1998 and 1997, respectively. Management of the
              Company expects foreign currency translation adjustments in 1999
              to be included as accumulated other comprehensive loss.


                                       26                           (Continued)
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


       (l)    STOCK BASED COMPENSATION

              The Company has adopted the disclosure requirements of SFAS No.
              123, ACCOUNTING FOR STOCK-BASED COMPENSATION and, as permitted
              under SFAS No. 123, applies Accounting Principles Board Opinion
              No. 25 and related interpretations in accounting for compensation
              costs for its stock option plans. Accordingly, compensation
              expense is recognized on the date of grant only if the current
              market price of the underlying common stock at date of grant
              exceeds the exercise price.

       (m)    IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE 
              DISPOSED OF

              The Company continually evaluates the carrying value of its assets
              for events or changes in circumstances which indicate that the
              carrying value may not be recoverable. Recoverability of assets to
              be held and used is measured by a comparison of 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 exceed the fair
              value of the assets. Assets to be disposed of are reported at the
              lower of the carrying amount or fair value less costs to sell.

       (n)    USE OF ESTIMATES

              Management of the Company has made a number of estimates and
              assumptions relating to the reporting of assets and liabilities
              and the disclosure of contingent assets and liabilities to prepare
              the consolidated financial statements in conformity with generally
              accepted accounting principles.  Actual results could differ from
              those estimates.

       (o)    COMPREHENSIVE INCOME

              On January 1, 1998, the Company adopted SFAS No. 130, REPORTING
              COMPREHENSIVE INCOME. SFAS No. 130 establishes standards for
              reporting and presentation of comprehensive income and its
              components in a full set of financial statements. Comprehensive
              income consists of net earnings and foreign currency translation
              adjustments and is presented in the consolidated statements of
              stockholders' equity. The Statement requires only additional
              disclosures in the consolidated financial statements; it does not
              affect the Company's financial position or results of operations.
              Prior year consolidated financial statements have been
              reclassified to conform to the requirements of SFAS No. 130.
              During 1998 and 1997, comprehensive income and net earnings were
              the same (see note 1k).


                                       27                           (Continued)
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


(2)    LONG-TERM DEBT

       Long-term debt consists of (in thousands):

<TABLE>
<CAPTION>
                                                                 1998            1997      
                                                             ------------    ------------  
       <S>                                                   <C>             <C>
       Commercial paper                                      $    131,350         132,500  
       Senior notes payable, interest at 7.84% payable                                     
          semiannually                                              5,000          10,000  
       Senior notes payable, due 11/17/00, interest at                       
          6.25% payable semiannually                               25,000          25,000  
       Senior notes payable, due 12/12/00, interest at
          6.00% payable semiannually                               25,000          25,000
       Senior notes payable, due 9/1/03, interest at                                       
          6.25% payable semiannually                               98,260          98,260  
       Senior notes payable, due 9/15/04, interest at
          7.00% payable semiannually                              100,000            -     
       Senior subordinated notes, interest at 7.80%                                        
          payable semiannually                                     50,000          50,000  
                                                             ------------    ------------  
                                                                  434,610         340,760  

       Less current maturities                                    (16,350)        (17,500) 

       Unamortized discount                                        (1,215)           (470) 
                                                             ------------    ------------  

                                                             $    417,045         322,790
                                                             ------------    ------------  
                                                             ------------    ------------  
</TABLE>

       Under its commercial paper note program, the Company is authorized to
       issue up to $240 million in notes. These notes are supported by two
       credit agreements, which aggregate $240 million, with a group of banks,
       of which $120 million expires March 12, 1999 and $120 million expires
       March 20, 2002. The effective rate on the commercial note program was
       5.70% and 5.69% for the years ended December 31, 1998 and 1997,
       respectively. The 7.84% senior notes are payable in annual installments
       of $5,000,000 on March 31 and the 7.80% senior subordinated notes are
       payable in five equal annual installments beginning October 30, 2000.

       Under the terms of the credit agreements and the note agreements, the
       Company is required to maintain certain financial covenants including
       leverage tests, minimum tangible net worth levels and other financial
       ratios. The Company was in compliance with all of the financial covenants
       at December 31, 1998.


                                       28                           (Continued)
<PAGE>
                                       
                     J.B. HUNT TRANSPORT SERVICES, INC.
                              AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      DECEMBER 31, 1998, 1997 AND 1996



       The Company has approximately $95 million of uncommitted lines of credit,
       none of which were outstanding at December 31, 1998. These lines are with
       various domestic and international banks and are due on demand. Interest
       on borrowings is generally tied to the banks' prevailing base rates or
       other alternative market rates. No commitment or facility fees are paid
       on these lines of credit and the obligations are typically evidenced by
       unsecured demand notes.

       Current maturities of long-term debt at December 31, 1998 consist of
       outstanding commercial paper associated with the revolving credit
       agreement which expires March 12, 1999 and the remaining installment of
       the 7.84% senior notes. The aggregate annual maturities of long-term debt
       for each of the five years ending December 31 are as follows (in
       thousands): 1999, $16,350; 2000, $60,000; 2001, $10,000; 2002, $130,000;
       and 2003, $108,260.

(3)    CAPITAL STOCK

       The Company maintains a Management Incentive Plan ("Plan") that provides
       various vehicles to compensate key employees with Company common stock.
       Under the original Plan, the Company was authorized to award, in
       aggregate, not more than 5,000,000 shares. During 1998, the stockholders
       of the Company amended the Plan whereby the Company is now authorized to
       award, in aggregate, not more than 6,500,000 shares. At December 31, 1998
       there were approximately 1,019,000 shares available for grant under the
       Plan. The Company has utilized three such vehicles to award stock or
       grant options to purchase the Company's common stock: restricted stock
       awards, restricted options and nonstatutory stock options.

       Restricted stock awards are granted to key employees subject to
       restrictions regarding transferability and assignment. Shares of Company
       common stock are issued to the key employees and held by the Company
       until each employee becomes vested in the award. Vesting of the awards
       generally occurs over a four year period of time from the award date.
       Termination of the employee for any reason other than death, disability
       or certain cases of retirement causes the unvested portion of the award
       to be forfeited.

       Prior to 1994, key employees were granted restricted options to purchase
       stock. Vesting of the award generally occurred over a four year period
       beginning on the grant date. Failure to exercise a vested option within
       210 days after vesting or termination of the employee for any reason
       other than death or disability resulted in forfeiture.

       The Plan provides that nonstatutory stock options may be granted to key
       employees for the purchase of Company common stock for 100% of the fair
       market value of the common stock at the grant date. The options generally
       vest over a ten year period and are forfeited if the employee terminates
       for any reason.

       Compensation expense (benefit) under the Plan is charged to earnings over
       the vesting period and amounted to approximately $20,000, $(78,000) and
       $628,000 for the years ended December 31, 1998, 1997 and 1996,
       respectively.

                                       29                           (Continued)
<PAGE>


                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


       A summary of the restricted and nonstatutory options to purchase Company
       common stock follows:

<TABLE>
<CAPTION>
                                                                                     WEIGHTED
                                                                                      AVERAGE              NUMBER
                                                               NUMBER             EXERCISE PRICE          OF SHARES
                                                              OF SHARES              PER SHARE           EXERCISABLE
                                                           ----------------      ----------------      ----------------
<S>                                                        <C>                   <C>                   <C>
          Outstanding at December 31, 1995                     2,725,731         $     17.16                415,606
              Granted                                            493,000               17.34
              Exercised                                         (192,956)              13.39
              Terminated                                        (284,850)              17.32
                                                           ----------------
          Outstanding at December 31, 1996                     2,740,925               17.45                294,950
              Granted                                            800,000               14.73
              Exercised                                          (57,650)              16.81
              Terminated                                        (443,350)              17.81
                                                           ----------------
          Outstanding at December 31, 1997                     3,039,925               16.70                274,225
              Granted                                            602,000               18.12
              Exercised                                         (176,760)              16.66
              Terminated                                        (115,275)              16.81
                                                           ----------------
          Outstanding at December 31, 1998                     3,349,890               16.98                323,390
                                                           ----------------      ----------------      ----------------
                                                           ----------------      ----------------      ----------------
</TABLE>

       During 1995, the Board of Directors established a nonqualified stock
       option plan to provide performance based compensation to the Chairman of
       the Board. The plan allows the Chairman the option to purchase up to 2.5
       million shares of the Company's common stock at a price of $17.63 per
       share. These options vest after five years, except for special
       circumstances in which the options vest earlier. The options must be
       exercised within one year of vesting and all unexercised options will
       terminate.

       Had the Company determined compensation cost based on the fair value at
       the grant date for its stock options under SFAS No. 123, the Company's
       net earnings would have been reduced to the pro forma amounts indicated
       below.

<TABLE>
<CAPTION>
                                                                               1998            1997             1996
                                                                            ------------    ------------    -----------
<S>                                                                         <C>             <C>             <C>
          Net earnings                             As reported              $  46,837          11,366           22,115
                                                   Pro forma                   42,881           7,800           19,180

          Basic earnings per share                 As reported                 1.32             .31              .58
                                                   Pro forma                   1.21             .21              .51

          Diluted earnings per share               As reported                 1.28             .31              .58
                                                   Pro forma                   1.17             .21              .51
</TABLE>


                                       30                           (Continued)
<PAGE>

                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996



       Pro forma net earnings reflects only options granted since December 31,
       1995. Therefore, the full impact of calculating compensation costs for
       stock options under SFAS No. 123 is not reflected in the pro forma net
       earnings amounts presented above because compensation cost is reflected
       over the options' vesting periods of 5 to 10 years and compensation cost
       for options granted prior to January 1, 1996 is not considered.

       The per share weighted-average fair value of stock options granted during
       1998, 1997 and 1996 was $13.23, $6.86 and $7.88, respectively, on the
       date of grant using the Black Scholes option-pricing model with the
       following weighted-average assumptions: 1998 - expected dividend yield
       .9%, volatility of 65.5%, risk-free interest rate of 4.7%, and an
       expected life of 7.7 years; 1997 - expected dividend yield 1.1%,
       volatility of 34.1%, risk-free interest rate of 5.8%, and an expected
       life of 7.7 years; 1996 - expected dividend yield 1.4%, volatility of
       34.8%, risk-free interest rate of 6.2%, and an expected life of 5.6
       years.

       The following table summarizes information about stock options
       outstanding at December 31, 1998:

<TABLE>
<CAPTION>
                                                 OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
                                  ---------------------------------------------------    -------------------------------
                                                       WEIGHTED          WEIGHTED                            WEIGHTED
                                                        AVERAGE           AVERAGE                            AVERAGE
                   RANGE                               REMAINING         EXERCISE                            EXERCISE
                OF EXERCISE          OPTIONS          CONTRACTUAL          PRICE            OPTIONS           PRICE
                   PRICES          OUTSTANDING      LIFE (IN YEARS)      PER SHARE        EXERCISABLE       PER SHARE
              ----------------    --------------    ---------------    --------------    --------------    -------------
<S>                               <C>               <C>                <C>               <C>               <C>
              $11.58 - 15.00         1,078,275            7.9          $    13.65            183,250       $   13.60
               15.01 - 18.75         4,224,440            4.5               17.42             67,540           17.39
               18.76 - 22.50           313,000            7.4               20.09             36,875           20.40
               22.51 - 26.25            89,675            6.4               23.59             35,725           22.94
               26.26 - 30.00           134,500           10.4               28.92              -                 -
               30.01 - 37.50            10,000           10.5               37.50              -                 -
              ----------------    --------------    ---------------    --------------    --------------    -------------
              $11.58 - 37.50         5,849,890            5.5          $    17.26            323,390       $   16.20
              ----------------    --------------    ---------------    --------------    --------------    -------------
              ----------------    --------------    ---------------    --------------    --------------    -------------
</TABLE>

       On January 28, 1999, the Company's Board of Directors declared a cash
       dividend of $.05 per share payable on February 24, 1999 to shareholders
       of record on February 10, 1999.

(4)    INCOME TAXES

       Total income tax expense for the years ended December 31, 1998, 1997 and
       1996 was allocated as follows (in thousands):

<TABLE>
<CAPTION>
                                                                        1998            1997              1996
                                                                   -------------    -------------    -------------
<S>                                                                <C>              <C>              <C>
            Earnings before income taxes                           $      27,507            6,966           13,554
            Stockholders' equity, for tax benefit                                                        
                (expense) of stock options exercised                         925              (54)             325
                                                                   -------------    -------------    -------------
                                                                   $      26,582            7,020           13,229
                                                                   -------------    -------------    -------------
                                                                   -------------    -------------    -------------
</TABLE>


                                       31                           (Continued)
<PAGE>


                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


       Income tax expense (benefit) attributable to earnings before income taxes
       consists of (in thousands):

<TABLE>
<CAPTION>
                                                                  1998              1997              1996
                                                              ------------      ------------     -------------
<S>                                                           <C>               <C>              <C>
            Current expense (benefit):                                              
                Federal                                       $      1,410              (715)           (5,830)
                State and local                                        375               268               783
                                                              ------------      ------------     -------------

                                                                     1,785              (447)           (5,047)
                                                              ------------      ------------     -------------

            Deferred expense (benefit):
                Federal                                             21,354             7,096            20,366
                State and local                                      4,368               317            (1,765)
                                                              ------------      ------------     -------------

                                                                    25,722             7,413            18,601
                                                              ------------      ------------     -------------

                    Total tax expense                         $     27,507             6,966            13,554
                                                              ------------      ------------     -------------
                                                              ------------      ------------     -------------
</TABLE>

       The following is a reconciliation between the effective income tax rate
       and the applicable statutory Federal income tax rate for each of the
       three fiscal years in the period ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                     1998              1997             1996
                                                                 ------------      ------------     -------------
<S>                                                              <C>               <C>              <C>
            Income tax - statutory rate                              35.00%            35.00            35.00
            State tax, net of Federal benefit                         4.15              2.07            (1.79)
            Tax credits                                                -                -               (0.87)
            Other, net                                               (2.15)             0.93             3.92
                                                                 ------------      ------------     -------------

                    Effective income tax rate                        37.00%            38.00            38.00
                                                                 ------------      ------------     -------------
                                                                 ------------      ------------     -------------
</TABLE>

       The tax effects of temporary differences that give rise to significant
       portions of the deferred tax assets and deferred tax liabilities at
       December 31, 1998 and 1997 are presented below (in thousands):

<TABLE>
<CAPTION>
                                                                                     1998             1997
                                                                                 -------------    -------------
<S>                                                                              <C>              <C>
           Deferred tax assets:
              Claims accruals, principally due to accrual
                 for financial reporting purposes                             $      8,020            12,449
              Tax credit carryforwards                                               7,321             7,321
              Accounts receivable, principally due to
                 allowance for doubtful accounts                                     3,972             1,770
              Other                                                                  3,892             3,518
                                                                                 -------------    -------------

                    Total gross deferred tax assets                                 23,205            25,058
                                                                                 -------------    -------------
</TABLE>



                                       32                           (Continued)
<PAGE>

                         J.B. HUNT TRANSPORT SERVICES, INC.
                                  AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                                    1998                 1997
                                                                               --------------       --------------
<S>                                                                            <C>                  <C>
           Deferred tax liabilities:                                            
              Plant and equipment, principally due to
                 differences in depreciation and
                 capitalized interest                                          $   174,570             149,093
              Prepaid permits and insurance, principally                                             
                 due to expensing for income tax purposes                            7,943               4,846
              Other                                                                  4,987               9,691
                                                                               --------------       --------------

                    Total gross deferred tax liabilities                           187,500             163,630
                                                                               --------------       --------------

                    Net deferred tax liability                                 $   164,295             138,572
                                                                               --------------       --------------
                                                                               --------------       --------------
</TABLE>

       The Company believes its history of profitability and taxable income and
       its utilization of tax planning sufficiently supports the carrying amount
       of the deferred tax assets. Accordingly, the Company has not recorded a
       valuation allowance as all deferred tax benefits are more likely than not
       to be realized.

       At December 31, 1998, the Company had general business tax credit
       carryforwards of approximately $2,621,000 expiring from the year 2007 to
       2009, and alternative minimum tax credit carryforwards with no expiration
       of approximately $4,700,000.

(5)    EMPLOYEE BENEFIT PLANS

       The Company maintains a defined contribution employee retirement plan,
       which includes a 401(k) option, under which all employees are eligible to
       participate. The Company matches a specified percentage of employee
       contributions, subject to certain limitations. For the years ended
       December 31, 1998, 1997 and 1996, total Company contributions to the
       plan, including matching 401(k) contributions, were $6,533,000,
       $4,951,000 and $3,450,000, respectively.

(6)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, AND TRADE ACCOUNTS 
       PAYABLE

       The carrying amount approximates fair value because of the short maturity
       of these instruments.

       LONG-TERM DEBT

       The carrying amount of the commercial paper debt approximates the fair
       value because of the short maturity of the commercial paper instruments.

       The fair value of the fixed rate debt is presented as the present value
       of future cash flows discounted using the Company's current borrowing
       rate for notes of comparable maturity. The calculation arrives at a
       theoretical amount the Company would pay a creditworthy third party to
       assume its fixed rate obligations and not the termination value of these
       obligations. Consistent with market practices, such termination values
       may include various prepayment and termination fees that the Company
       would contractually be required to pay if it retired the debt early.

                                       33                           (Continued)
<PAGE>


                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996



       INTEREST RATE SWAP AGREEMENTS

       The fair values of interest rate swap agreements are obtained from dealer
       quotes. These values represent the estimated amount the Company would pay
       to terminate such agreements, taking into consideration current interest
       rates and the creditworthiness of the counterparties.

       The estimated fair values of the Company's financial instruments are
       summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                             AT DECEMBER 31, 1998               AT DECEMBER 31, 1997
                                                        -------------------------------    ------------------------------
                                                          CARRYING          ESTIMATED       CARRYING          ESTIMATED
                                                           AMOUNT          FAIR VALUE        AMOUNT           FAIR VALUE
                                                        -------------     -------------    -------------    -------------
<S>                                                     <C>               <C>              <C>              <C>
            Cash and cash equivalents                   $    9,227             9,227             3,701            3,701
            Accounts receivable                            184,367           184,367           169,198          169,198
            Trade accounts payable                         147,967           147,967           138,509          138,509
            Other assets                                    20,808               (a)            25,160              (a)
            Long-term debt:
               Commercial paper                            131,350           131,350           132,500          132,500
               Fixed rate obligations                      303,260           302,131           207,790          204,889
            Interest rate swap agreements                    -                (1,622)                -             (198)
                                                        -------------     -------------    -------------    -------------
                                                        -------------     -------------    -------------    -------------
</TABLE>

           (a)   The fair value for these assets either approximated carrying
                 value because of the nature of these instruments, or was
                 impracticable to determine.

(7)    RELATED PARTY TRANSACTIONS

       The Company advances premiums on life insurance policies on the lives of
       the Company's principal stockholder and his wife. All premiums paid by
       the Company, along with accrued interest thereon, are reimbursable from a
       trust which is the owner and beneficiary of the policy. The Company has a
       guarantee from the stockholder for the amount of premiums paid by the
       Company together with interest at the rate of 5% per annum. The amounts
       reimbursable to the Company amount to approximately $6,068,000 and
       $5,408,000 at December 31, 1998 and 1997, respectively. These amounts are
       included in other assets in the accompanying consolidated balance sheets.

  (8)  COMMITMENTS AND CONTINGENCIES

       The Company is involved in certain claims and pending litigation arising
       from the normal conduct of business. Based on the present knowledge of
       the facts and, in certain cases, opinions of outside counsel, management
       believes the resolution of claims and pending litigation will not have a
       material adverse effect on the financial condition or results of
       operations of the Company.





                                       34                           (Continued)
<PAGE>


                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996


(9)    SEGMENT INFORMATION

       Van/Intermodal services include full truck-load, dry-van,
       container-sizable freight which is typically transported utilizing
       company-owned revenue equipment. The load may be transported entirely by
       company-owned and controlled equipment or a portion of the movement may
       be handled by a third-party motor carrier or a railroad. Logistics
       provides a wide range of comprehensive transportation and management
       services including experienced professional managers, information and
       optimization technology and the actual design or redesign of system
       solutions. Logistics may utilize van/intermodal and/or dedicated contract
       owned and controlled equipment, unrelated third-party equipment and
       employees, or a combination to meet the customer's service requirements.
       Dedicated Contract Services typically include company-owned revenue
       equipment and employee drivers that are assigned to a specific customer,
       traffic lane or service. The dedicated service is engineered and
       customized for the specific customer and is typically in accordance with
       a written, long-term agreement. Substantially all of the Company's
       revenues are from domestic customers. Intersegment revenues primarily
       consist of van/intermodal services provided to logistics. Such services
       are priced at approximately the same basis as services to external
       customers. Certain administrative and other costs are allocated among the
       segments utilizing various allocation factors which include revenues,
       equipment usage and maintenance, accounts receivable and other estimates.
       Substantially all of the Company's capital expenditures are made by the
       van/intermodal division with assets transferred to the dedicated contract
       division as needed. A summary of other segment information is presented
       below (in millions):

<TABLE>
<CAPTION>
                                                                                    ASSETS
                                                                 --------------------------------------------
                                                                    1998              1997           1996
                                                                 -----------      -----------     -----------
<S>                                                              <C>              <C>             <C>
               Van/Intermodal                                    $  1,025               931            940
               Logistics                                               43                29             20
               Dedicated Contract Services                             62                42             27
               Other (includes corporate)                              41                20             56
                                                                 -----------      -----------     -----------

                    Total                                        $  1,171             1,022          1,043
                                                                 -----------      -----------     -----------
                                                                 -----------      -----------     -----------

<CAPTION>
                                                                                   REVENUES
                                                                 --------------------------------------------
                                                                    1998              1997           1996
                                                                 -----------      -----------     -----------
<S>                                                              <C>              <C>             <C>
               Van/Intermodal                                    $  1,379             1,153          1,083
               Logistics                                              317               254            174
               Dedicated Contract Services                            212               151            127
               Other                                                    8                60            150
                                                                 -----------      -----------     -----------

                    Subtotal                                        1,916             1,618          1,534

               Inter-segment eliminations                             (74)              (64)           (47)
                                                                 -----------      -----------     -----------

                    Total                                        $  1,842             1,554          1,487
                                                                 -----------      -----------     -----------
                                                                 -----------      -----------     -----------
</TABLE>


                                       35                           (Continued)
<PAGE>


                       J.B. HUNT TRANSPORT SERVICES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                              OPERATING INCOME
                                                                 --------------------------------------------
                                                                    1998              1997           1996
                                                                 -----------      -----------     -----------
<S>                                                              <C>              <C>             <C>
               Van/Intermodal                                    $    81                28             43
               Logistics                                               8                 6              5
               Dedicated Contract Services                            17                11             10
               Other                                                  (3)               (2)             2
                                                                 -----------      -----------     -----------

                    Total                                        $   103                43             60
                                                                 -----------      -----------     -----------
                                                                 -----------      -----------     -----------

<CAPTION>
                                                                          NET DEPRECIATION EXPENSE
                                                                 --------------------------------------------
                                                                    1998              1997           1996
                                                                 -----------      -----------     -----------
<S>                                                              <C>              <C>             <C>
               Van/Intermodal                                    $   106                96             91
               Logistics                                               1                 1             (5)*
               Dedicated Contract Services                            18                13             11
               Other                                                  11                21             28
                                                                 -----------      -----------     -----------

                    Total                                        $   136               131            125
                                                                 -----------      -----------     -----------
                                                                 -----------      -----------     -----------
</TABLE>

             * Includes gain on sale of business
               of $5.7 million.

(10)   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

       Included in the fourth quarter 1997 results is a pre-tax charge of $4.3
       million to adjust workers compensation reserves. The additional workers
       compensation expense was accrued as a result of an in-depth case by case
       analysis.

       Operating results by quarter for the years ended December 31, 1998 and 
       1997 are as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                QUARTER
                                                    -----------------------------------------------------------------
                                                       FIRST            SECOND            THIRD            FOURTH
                                                    ------------     -------------     ------------      ------------
<S>                                                 <C>              <C>               <C>               <C>
           1998:
              Operating revenues                    $    413,466          460,985           473,388           493,789
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Operating income                      $     21,658           31,613            24,424            25,349
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Net earnings                          $      9,483           15,624            10,848            10,882
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Basic earnings per share              $        .27               .44              .30               .31
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Diluted earnings per share            $        .26               .42              .30               .30
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------
</TABLE>


                                       36                           (Continued)
<PAGE>

                        J.B. HUNT TRANSPORT SERVICES, INC.
                                 AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                QUARTER
                                                    -----------------------------------------------------------------
                                                       FIRST            SECOND            THIRD            FOURTH
                                                    ------------     -------------     ------------      ------------
<S>                                                 <C>              <C>               <C>               <C>
           1997:
              Operating revenues                    $    365,401           385,198          388,460           415,233
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Operating income                      $      7,320             9,254            9,038            17,298
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Net earnings                          $        568             1,865            1,922             7,011
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Basic earnings per share              $        .02               .05              .05               .19
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------

              Diluted earnings per share            $        .02               .05              .05               .19
                                                    ------------     -------------     ------------      ------------
                                                    ------------     -------------     ------------      ------------
</TABLE>


                                       37                           
<PAGE>


ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     No reports on Form 8-K have been filed within the twenty-four months 
prior to December 31, 1998 involving a change of accountants or disagreements 
on accounting and financial disclosure.

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

DIRECTORS

     The schedule of directors is hereby incorporated by reference from the 
Notice and Proxy Statement For Annual Stockholder's Meeting of April 15, 1999 
set forth under section entitled "Proposal One Election of Directors".

EXECUTIVE OFFICERS

     Information with respect to executive officers of the Company is set 
forth in Item 4 of this Report under the caption "Executive Officers of the 
Company".

ITEM 11.   EXECUTIVE COMPENSATION

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required for Items 11 and 12 is hereby incorporated by 
reference from the Notice and Proxy Statement For Annual Stockholders' 
Meeting of April 15, 1999 set forth under sections entitled "Stock 
Ownership," "Executive Compensation and Other Information," "1999 Performance 
Based Compensation," and "Compensation Committee Interlocks and Insider 
Participation."

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required for Item 13 is hereby incorporated by reference 
from Note (7) Related Party Transactions of the Notes to Consolidated 
Financial Statements and from the Notice and Proxy Statement For Annual 
Stockholders' Meeting of April 15, 1999 set forth under the section entitled 
"Compensation Committee Interlocks and Insider Participation."

PART IV

ITEM 14.   EXHIBITS

    The following documents are filed as part of this report:

    (a)  Exhibits

    The response to this portion of Item 14 is submitted as a separate 
section of this report ("Exhibit Index").

                                       38                           
<PAGE>


SIGNATURES

    Pursuant to the requirements of Sections 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant had duly caused this Report to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Lowell, Arkansas, on March 1, 1999.

                                    J.B. HUNT TRANSPORT SERVICES, INC.
                                                      (Registrant)

                           By:      /s/ Kirk Thompson          
                                    -------------------------------------------
                                    Kirk Thompson
                                    President and Chief Executive Officer

                           By:      /s/ Jerry W. Walton                
                                    -------------------------------------------
                                    Jerry W. Walton
                                    Executive Vice President,
                                    Finance and Chief Financial Officer

                           By:      /s/ Donald G. Cope                 
                                    -------------------------------------------
                                    Donald G. Cope
                                    Vice President, Controller

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
Report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                             <C>                                <C>
/s/ John A. Cooper, Jr.         Member of the Board                March 1, 1999
- -----------------------------   of Directors
    John A. Cooper, Jr.        

/s/ Wayne Garrison              Member of the Board                March 1, 1999
- ----------------------------    of Directors (Chairman)
    Wayne Garrison             

/s/ Gene George                 Member of the Board                March 1, 1999
- ----------------------------    of Directors
    Gene George                

/s/ Thomas L. Hardeman          Member of the Board                March 1, 1999
- ----------------------------    of Directors
    Thomas L. Hardeman         

/s/ J. Bryan Hunt, Jr.          Member of the Board                March 1, 1999
- ----------------------------    of Directors (Vice Chairman)
    J. Bryan Hunt, Jr.         

/s/ J.B. Hunt                   Member of the Board                March 1, 1999
- ----------------------------    of Directors (Senior Chairman)
    J.B. Hunt                  

/s/ Johnelle Hunt               Member of the Board                March 1, 1999
- ----------------------------    of Directors (Corporate
    Johnelle Hunt               Secretary)
                                
/s/ Lloyd E. Peterson           Member of the Board                March 1, 1999
- ----------------------------    of Directors
    Lloyd E. Peterson          

/s/ Kirk Thompson               Member of the Board                March 1, 1999
- ----------------------------    of Directors (President and
    Kirk Thompson               Chief Executive Officer)

/s/ John A. White               Member of the Board                March 1, 1999
- ----------------------------    of Directors
    John A. White                   
</TABLE>


                                       39                           
<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number               Description
- -----------------------------------------------------------------------------------
<S>       <C>
     3A   The Company's Amended and Restated Articles of Incorporation dated May
          19, 1988 (incorporated by reference from Exhibit 4A of the Company's
          S-8 Registration Statement filed April 16, 1991; Registration
          Statement Number 33-40028).

     3B   The Company's Amended Bylaws dated September 19, 1983 (incorporated by
          reference from Exhibit 3C of the Company's S-1 Registration Statement
          filed February 7, 1985; Registration Number 2-95714).

     10A  Material Contracts of the Company (incorporated by reference from
          Exhibits 10A-10N of the Company's S-1 Registration Statement filed
          February 7, 1985; Registration Number 2-95714).

     10B  The Company has an Employee Stock Purchase Plan filed on Form S-8 on
          February 3, 1984 (Registration Number 2-93928), and a Management
          Incentive Plan filed on Form S-8 on April 16, 1991 (Registration
          Statement Number 33-40028). The Management Incentive Plan is
          incorporated herein by reference from Exhibit 4B of Registration
          Statement 33-40028. The Company amended and restated its Employee
          Retirement Plan on Form S-8 (Registration Statement Number 33-57127)
          filed December 30, 1994. The Employee Retirement Plan is incorporated
          herein by reference from Exhibit 99 of Registration Statement Number
          33-57127.

     21   Subsidiaries of J.B. Hunt Transport Services, Inc.

               -    J.B. Hunt Transport, Inc., a Georgia corporation
               -    L.A., Inc., an Arkansas corporation
               -    J.B. Hunt Corp., a Delaware corporation
               -    J.B. Hunt Logistics, Inc., an Arkansas corporation
               -    Comercializadora Internacional de Cargo S.A. De C.V., a
                     Mexican corporation
               -    Hunt Mexicana, S.A. de C.V., a Mexican corporation
               -    Servicios de Logistica de Mexico, S.A. de C.V., a Mexican
                     corporation
               -    Servicios Administratios de Logistica, S.A. de C.V., a
                     Mexican corporation
               -    Asesoria Administrativa de Logistica, S.A. de C.V., a
                     Mexican corporation.
               -    FIS, Inc., a Nevada corporation

    23   Consent of KPMG LLP

    27   Financial Data Schedule for the year ended December 31, 1998.
</TABLE>




                                       40

<PAGE>

The Board of Directors
J.B. Hunt Transport Services, Inc.:


We consent to incorporation by reference in the Registration Statements No. 
2-93928, No. 33-57127 and No. 33-40028 on Form S-8 of J.B. Hunt Transport 
Services, Inc. of our report dated February 5, 1999 relating to the 
consolidated balance sheets of J.B. Hunt Transport Services, Inc. and 
subsidiaries as of December 31, 1998 and 1997, and the related consolidated 
statements of earnings, stockholders' equity and cash flows for each of the 
years in the three-year period ended December 31, 1998, which report is 
included in the December 31, 1998 annual report on Form 10-K of J.B. Hunt 
Transport Services, Inc.

                                                  KPMG LLP




Little Rock, Arkansas
February 26, 1999





                                   EXHIBIT 23



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                           9,227
<SECURITIES>                                         0
<RECEIVABLES>                                  184,367
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               225,271
<PP&E>                                       1,418,033
<DEPRECIATION>                                 492,633
<TOTAL-ASSETS>                               1,171,479
<CURRENT-LIABILITIES>                          206,041
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           390
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,171,479
<SALES>                                      1,841,628
<TOTAL-REVENUES>                             1,841,628
<CGS>                                                0
<TOTAL-COSTS>                                1,738,584
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              28,700
<INCOME-PRETAX>                                 74,344
<INCOME-TAX>                                    27,507
<INCOME-CONTINUING>                             46,837
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    46,837
<EPS-PRIMARY>                                     1.32
<EPS-DILUTED>                                     1.28
        

</TABLE>


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