<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15d OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ____________
COMMISSION FILE NUMBER 0-11757
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM
THAT OF THE ISSUER NAMED BELOW:
J.B. HUNT TRANSPORT SERVICES, INC. EMPLOYEE RETIREMENT PLAN
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
B. NAMER OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
J.B. HUNT TRANSPORT SERVICES, INC.
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
(501) 820-0000
<PAGE>
REQUIRED INFORMATION
The following financial statements prepared in accordance with the financial
reporting requirements of ERISA and exhibits are filed for the J.B. Hunt
Transport Services, Inc. Employee Retirement Plan:
FINANCIAL STATEMENTS AND SCHEDULES
Independent Auditors' Report
Statements of Net Assets Available for Benefits, December 31, 1999, and 1998
Statements of Changes in Net Assets Available for Benefits, Years Ended December
31, 1999, and 1998
Notes to Financial Statements, December 31, 1999, and 1998
Schedule of Assets Held for Investment Purposes at End of Year, December 31,
1999
Schedule of Reportable Transactions, Year Ended December 31, 1999
EXHIBIT
23 - Independent Auditors' Consent
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
J.B. HUNT TRANSPORT SERVICES, INC. EMPLOYEE
RETIREMENT PLAN
DATE: June 27, 2000 BY: /s/ Jerry W. Walton
-------------------------------------------
Jerry W. Walton
Executive Vice President Finance & Administration
Chief Financial Officer of J.B. Hunt Transport
Services, Inc.
Administrator of the Retirement Plan and member of
Retirement Plan Investment Committee
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits - December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits - Years ended
December 31, 1999 and 1998 3
Notes to Financial Statements 4
Schedule of Assets Held for Investment Purposes at End of Year- December 31, 1999 10
Schedule of Reportable Transactions - Year ended December 31, 1999 11
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees
J.B. Hunt Transport Services, Inc.
Employee Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of J.B. Hunt Transport Services, Inc. Employee Retirement Plan
("Plan") as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of J.B. Hunt
Transport Services, Inc. Employee Retirement Plan as of December 31, 1999 and
1998, and the changes in net assets available for benefits for the years then
ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG, LLP
May 12, 2000
Tulsa, Oklahoma
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
ASSETS
Investments, at fair value (note 3):
Guaranteed interest account $ 42,507,864 36,565,975
Mutual funds 104,159,338 76,354,388
Common stock - J.B. Hunt Transport Services, Inc. 18,676,591 18,838,511
Participant notes receivable 14,980,629 11,658,474
---------------- ----------------
Total investments 180,324,422 143,417,348
---------------- ----------------
Receivables:
Contributions:
Employer 108,012 81,115
Employee 398,584 328,123
Accrued investment income 16,123 11,845
---------------- ----------------
Total receivables 522,719 421,083
---------------- ----------------
Total assets 180,847,141 143,838,431
LIABILITIES
Corrective distributions payable to participants (note 6) 46,020 57,762
---------------- ----------------
Net assets available for benefits $ 180,801,121 143,780,669
================ ================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (note 3) $ 9,456,167 14,381,776
Interest and dividends 5,075,420 3,877,051
---------------- ----------------
14,531,587 18,258,827
---------------- ----------------
Contributions:
Employer 7,399,667 6,524,058
Participants 29,705,941 25,450,584
Transfers from other plans 1,777,026 2,453,402
---------------- ----------------
38,882,634 34,428,044
---------------- ----------------
Total additions 53,414,221 52,686,871
---------------- ----------------
Deductions from net assets attributed to:
Benefits paid to participants 10,032,060 6,723,879
Administrative expenses 1,665 46,005
Transfers to other plans 6,360,044 7,563,432
---------------- ----------------
Total deductions 16,393,769 14,333,316
---------------- ----------------
Increase in net assets available for benefits 37,020,452 38,353,555
Net assets available for benefits:
Beginning of year 143,780,669 105,427,114
---------------- ----------------
End of year $ 180,801,121 143,780,669
================ ================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF PLAN
The following brief description of the J.B. Hunt Transport Services,
Inc. ("Company" or "Employer") Employee Retirement Plan ("Plan") is
provided for general information purposes only. Participants should
refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) GENERAL
The purpose of the Plan is to provide additional incentive and
retirement security for eligible employees of the Company by
permitting contributions to the Plan that are tax deferred
under Section 401(k) of the Internal Revenue Code. The Plan
covers all participants from a prior plan as of December 31,
1994, and each current employee of the Company as of the first
day of the payroll period coincident with or immediately
following the date he or she has completed one year of
eligibility service. Beginning January 1, 1998, employees were
eligible to participate immediately upon employment. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). At December 31, 1999, the Plan
had 14,523 eligible participants, of which 8,375 were active.
(b) CONTRIBUTIONS
Each year, participants may defer up to 16% of pretax annual
compensation, as defined in the Plan agreement (not to exceed
limits determined under Section 415(c) of the Internal Revenue
Code). Employer matching contributions are as follows:
<TABLE>
<CAPTION>
PARTICIPANTS' SALARY EMPLOYER
REDUCTION CONTRIBUTION MATCHING
---------------------- --------
<S> <C>
1% .5%
2% 1%
3% 1.5%
4% 2%
5% 2.5%
6% - 16% 3%
</TABLE>
Additional amounts may be contributed at the option of the
Company's Board of Directors. No such additional amounts were
contributed in 1999 or 1998.
(c) PARTICIPANT'S ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution
and (b) Plan earnings. Forfeited balances of terminated
participants' nonvested accounts are used to reduce future
Company contributions. Forfeitures for the years ended
December 31, 1999 and 1998, amounted to approximately $459,000
and $95,000, respectively.
4
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(d) VESTING
Participants are immediately vested in their contributions
plus actual earnings thereon. Vesting in the Company's
matching and discretionary contribution portion of their
accounts plus actual earnings thereon is based on years of
service. Upon a participant's normal retirement, disability or
death, he or she becomes fully vested in the Plan. If a
participant terminates employment for any other reason on or
after being credited with at least five years of vesting
service, he or she becomes fully vested in the Plan. Prior to
the completion of five years of vesting service, the vesting
percentages are as follows: 0 - 3 years - 0%; 3 - 4 years -
50%; 4 - 5 years - 75%.
(e) INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions in any of the following investment options:
- Guaranteed Interest Account - A group annuity
insurance product issued by Prudential Insurance
Company of America ("Prudential"). Contributions are
invested in fixed income securities having short to
intermediate maturities with the objective of
providing stable, competitive interest rates based on
current market conditions. A current interest rate is
declared on each successive calendar quarter. That
announced rate stays in effect through the end of the
following calendar year for contributions received
during that calendar quarter. The guaranteed rates
for 1999 ranged from 5% to 6.05%.
- J.B. Hunt Company Stock Fund - Contributions are
invested exclusively in Company common stock.
- Mutual Funds
a. Longleaf Partners Fund - Southeastern Asset
Management ("SAM") is the fund manager and
invests in common stocks of a limited number
of companies which SAM believes to have
unrecognized intrinsic value with the
objective of providing long-term capital
appreciation.
b. Prudential Active Balanced Fund - Jennison
Associates Capital Corp. ("Jennison") is the
fund manager and invests in a mix of equity
securities, investment grade income
securities and money market instruments with
the objective of providing total returns
approaching those of an equity portfolio but
with less risk.
c. Prudential International Stock Fund -
Mercator Asset Management, L.P. ("Mercator")
is the fund manager and invests in equity
securities of companies that are
incorporated, organized, or that do business
outside of the United States with the
objective of providing long-term growth of
capital.
5
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
d. Prudential Money Mart Assets - Prudential
Management Fund, Inc. ("PMF") is the fund
manager and invests in U.S. Government and
agency obligations, bank certificates of
deposit and commercial paper with the
objective of providing maximum current
income consistent with stability of capital
and the maintenance of liquidity.
e. Prudential Government Income Fund - PMF is
the fund manager and invests in intermediate
and long-term U.S. Government and agency
obligations with the objective of providing
high current income.
f. Prudential Jennison Growth Fund - PMF is the
fund manager and invests in equity
securities of companies that exceed $1
billion in market capitalization with the
objective of providing long-term growth of
capital. Jennison furnishes investment
advisory services under a Subadvisory
Agreement with PMF.
g. Putnam New Opportunities Fund - Putman
Investment Management, Inc. is the fund
manager and invests in debt and equity
securities with the objective of providing
long-term capital appreciation.
h. Prudential Stock Index Fund - Prudential
Diversified Investment Strategies ("PDIS")
is the fund manager and invests in a broad
mix of equity securities that provide
investment results that correspond to the
price and yield performance of the Standard
& Poor's 500 Composite Price Index.
(f) PARTICIPANT NOTES RECEIVABLE
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their vested account balance. Loan terms range from
1 - 5 years or up to 20 years for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account and bear interest at the prime rate, as
shown in the Wall Street Journal, plus one percent, (8.5% at
December 31, 1999). Principal and interest is paid ratably
through monthly payroll deductions.
(g) TRANSFERS TO AND FROM OTHER PLANS
During the years ended December 31, 1999 and 1998,
respectively, the Plan transferred certain net assets to other
plans in connection with participants who have terminated
employment and began participating in other employer plans.
Such transfers are recorded at the fair value of the assets on
the date transferred. Similarly, the Plan allows new
employees to rollover or transfer in assets held in other
qualified plans. Such transfers are also recorded at fair
value.
(h) PAYMENT OF BENEFITS
On termination of service due to normal retirement, disability
or death, a participant will receive a lump-sum amount in cash
equal to the value of the participant's vested interest in his
or her account.
6
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
At December 31, 1999 and 1998, approximately $22,519,000 and
$16,959,000, respectively, of the net assets available for
benefits as shown on the statements of net assets available
for benefits are allocated to accounts of terminated employees
who have withdrawn from participation in the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements of the Plan are prepared
under the accrual method of accounting.
(b) INVESTMENT VALUATION
The Plan's investments are valued at fair value on December
31, 1999 and 1998. Purchases and sales of securities are
recorded on a trade-date basis. The fair value for shares of
the Guaranteed Interest Account is determined based on a
comparison of the quarterly guaranteed interest rates to the
interest rate being offered in the current quarter. Shares of
mutual funds are valued at quoted market prices which
represent the net asset value of shares held by the Plan at
year-end. Shares of Company common stock are valued at quoted
market prices. Net appreciation in fair value of investments
represents increases or decreases in value resulting from
realized and unrealized gains and losses. Participant notes
receivable are carried at the unpaid principal balance which
approximates fair value. The cost of securities sold is
determined by the weighted average cost method.
(c) PAYMENT OF BENEFITS
Benefits are recorded when paid. Defaults on participant notes
receivable are recorded as benefits paid.
(d) USE OF ESTIMATES
Management of the Plan has made and used estimates and
assumptions relating to the reporting of assets and
liabilities and additions and deductions to prepare these
financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
(e) NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, ACCOUNTING FOR
AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS
AND OTHER DISCLOSURE MATTERS (SOP 99-3). SOP 99-3 simplifies
the disclosure for certain investments and is effective for
plan years ending after December 31, 1999. Accordingly,
information previously required to be disclosed about
participant-directed fund investment programs is not presented
in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with
the current year's presentation.
7
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(3) INVESTMENTS
The following table presents the fair value of investments. Investments
representing 5% or more of the Plan's net assets are separately
identified:
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------------------------------------------
1999 1998
--------------------------------- --------------------------------
NUMBER OF NUMBER OF
SHARES OR FAIR SHARES OR FAIR
UNITS VALUE UNITS VALUE
-------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Guaranteed Interest Account 42,507,864 $ 42,507,864 36,565,975 $ 36,565,975
============== --------------- ============= --------------
Mutual funds:
Longleaf Partners Fund 1,063,185 21,784,661 901,371 21,984,430
Jennison Growth Fund 1,273,543 31,469,270 1,094,320 20,047,936
Active Balanced Fund 836,424 11,166,261 729,524 9,461,930
International Stock Fund 505,485 12,303,506 449,464 8,737,583
Other 5,856,864 27,435,640 - 16,122,509
============== --------------- ============= --------------
104,159,338 76,354,388
--------------- --------------
Common stock - J.B. Hunt
Transport Services, Inc. 1,349,172 18,676,591 819,065 18,838,511
Participant notes receivable - 14,980,629 - 11,658,474
============== --------------- ============= --------------
Total $ 180,324,422 $ 143,417,348
=============== ==============
</TABLE>
During 1999 and 1998, the Plan's investments (including investments
bought, sold, and held during the year) appreciated in value as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------
1999 1998
--------------- -------------
<S> <C> <C>
Mutual funds $ 16,926,023 10,597,134
Common stock (7,469,836) 3,784,642
--------------- -------------
$ 9,456,187 14,381,776
=============== =============
</TABLE>
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100 percent vested in
their accounts.
8
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(5) RELATED PARTY TRANSACTIONS
The Plan's guaranteed interest account is issued by Prudential.
Additionally, certain plan investments are shares of mutual funds
managed by Prudential affiliates, PMF and PDIS. Prudential Defined
Contribution Services, Inc. performs recordkeeping responsibilities for
the Plan and Prudential Trust Company is the Plan trustee.
(6) FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by
letter dated December 4, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code ("IRC"). The Plan administrator believes that the Plan is
currently being operated in compliance with the applicable requirements
of the IRC.
The Plan qualifies as a salary reduction plan under Section 401(k) of
the Internal Revenue Code. Accordingly, employer contributions and
allocations to participants' accounts of investment earnings are not
taxable to participants when made or when credited to the participants'
accounts. However, participant distributions are subject to ordinary
income taxes and may be subject to an additional 10% penalty tax.
Discrimination tests for Plan year 1999, as described in Treasury
Regulations Section 1.401, have been completed subsequent to December
31, 1999. As a result, approximately $46,000 of corrective
distributions are required to be made to maintain the Plan's
qualification under Section 401(a) and exemption from Federal income
taxes under Section 501(a). The Plan's administrator intends to make
such corrective distributions to preserve the Plan's tax exempt status.
Discrimination tests for Plan year 1998, as previously described, were
completed subsequent to December 31, 1998. As a result, approximately
$58,000 of corrective distributions were made to maintain the Plan's
qualification under Section 401(a) and exemption from Federal income
taxes under Section 501(a).
(7) YEAR 2000 (UNAUDITED)
The Plan could be adversely affected if the computer systems and those
of service providers used by the Plan, the Company or the Trustee do
not properly process and calculate date related information from and
after January 1, 2000. This is commonly known as the "Year 2000
Problem". The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Problem with respect to the computer
systems that it uses and to obtain satisfactory assurances that
comparable steps were taken by each of the Plan's other major service
providers. No system failures or disruptions of operations occurred at
January 1, 2000. However, there are risks related to dates subsequent
to January 1, 2000, and there can be no assurance that the Plan's Year
2000 remediation plan identified and resolved all significant
compliance issues.
9
<PAGE>
SCHEDULE 1
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
UNITS
OR NUMBER CURRENT
ISSUER OR BORROWER DESCRIPTION OF SHARES COST VALUE
-------------------------------- -------------------------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
* The Prudential Insurance Guaranteed Interest Account 42,507,864 $ 42,507,864 42,507,864
Company of America =============
Mutual funds:
Longleaf Partners Funds Longleaf Partners Fund 1,063,185 24,415,189 21,784,661
Putnam Investment Putnam New Opportunities
Management Inc. Fund 93,042 5,818,047 8,463,123
* Prudential Mutual Funds Stock Index Fund 276,931 8,752,756 9,031,194
Jennison Growth Fund 1,273,544 20,795,739 31,469,270
Active Balanced Fund 836,424 10,742,570 11,166,261
International Stock Fund 505,485 9,526,864 12,303,506
Money Mart Assets 4,885,430 4,885,431 4,885,431
Government Income Fund 601,176 5,310,860 5,055,892
=============
* J.B. Hunt Transport Common stock - J.B. Hunt
Services, Inc. Transport Services, Inc. 1,349,172 23,508,930 18,676,591
Participant notes receivable
8.75% - 10.00% - 14,980,629 14,980,629
============= --------------- ---------------
$ 171,244,879 180,324,422
=============== ===============
* Parties-in-interest
</TABLE>
See accompanying independent auditors' report.
10
<PAGE>
SCHEDULE 2
J.B. HUNT TRANSPORT SERVICES, INC.
EMPLOYEE RETIREMENT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE ON
PURCHASE SELLING TRANSACTION NET
Description PRICE PRICE COST DATE GAIN
----------------------------------------------- --------------- --------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
* Guaranteed Interest Account:
Purchases $ 13,072,963 - 13,072,963 13,072,963 -
Sales - 7,133,176 7,133,176 7,133,176 -
Mutual Funds:
* Jennison Growth Fund:
Purchases 13,105,245 - 13,105,245 13,105,245 -
Sales - 7,429,786 7,389,716 7,429,786 40,070
Longleaf Partners Fund:
Purchases 12,093,071 - 12,093,071 12,093,071 -
Sales - 8,305,394 8,294,763 8,305,394 10,631
Stock Index Z Fund
Purchases 5,402,286 - 5,402,286 5,402,286 -
Sales - 9,537,154 9,537,393 9,537,154 (239)
Common stock:
* J.B. Hunt Transport Services, Inc.
Purchases 9,617,542 - 9,617,542 9,617,542 -
Sales - 4,998,840 7,308,191 4,998,840 (2,309,351)
* Parties-in-interest
</TABLE>
See accompanying independent auditors' report.
11
