Hunt J B Transport Services Inc: Form 10-Q for the period ended Sep 30, 2025

You should refer to the attached interim Condensed Consolidated Financial Statements and related notes and also to our Annual Report (Form 10-K) for the year ended December 31, 2024, as you read the following discussion. We may make statements in this report that reflect our current expectation regarding future results of operations, performance, and achievements. These are “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995 and are based on our belief or interpretation of information currently available. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “goals,” “strategy,” “future,” “predict,” “seek,” “estimate,” “likely,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. Forward-looking statements are inherently uncertain, subject to risks, and should be viewed with caution. These statements are based on our belief or interpretation of information currently available. Shareholders and prospective investors are cautioned that actual results and future events may differ materially from these forward-looking statements as a result of many factors. Some of the factors and events that are not within our control and that could have a material impact on future operating results include the following: general economic and business conditions; competition and competitive rate fluctuations; excess capacity in the intermodal or trucking industries; a loss of one or more major customers; cost and availability of diesel fuel; interference with or termination of our relationships with certain railroads; rail service delays; disruptions to U.S. port-of-call activity; ability to attract and retain qualified drivers, delivery personnel, independent contractors, and third-party carriers; retention of key employees; insurance costs and availability; litigation and claims expense; determination that independent contractors are employees; new or different environmental or other laws and regulations; volatile financial credit markets or interest rates; the impacts of recent or future changes in border or trade policies, including tariffs; terrorist attacks or actions; acts of war; political instability; adverse weather conditions; disruption or failure of information systems; inability to keep pace with technological advances affecting our information technology platforms; potential business or operational disruptions resulting from the effects of a national or international health pandemic; operational disruption or adverse effects of business acquisitions; increased costs for and availability of new revenue equipment; disruptions in the procurement of domestic or imported revenue equipment; decreases in the value of used equipment; and the ability of revenue equipment manufacturers to perform in accordance with agreements for guaranteed equipment trade-in values. Additionally, our business is somewhat seasonal with slightly higher freight volumes typically experienced during August through early November in our full-load transportation business. You should also refer to Part I, Item 1A of our Annual Report (Form 10-K) for the year ended December 31, 2024, for additional information on risk factors and other events that are not within our control. Our future financial and operating results may fluctuate as a result of these and other risk factors or events as described from time to time in our filings with the SEC. We assume no obligation to update any forward-looking statement to the extent we become aware that it will not be achieved for any reason.

GENERAL

We are one of the largest surface transportation, delivery, and logistics companies in North America. We operate five distinct, but complementary, business segments and provide a wide range of reliable transportation, brokerage, and delivery services to a diverse group of customers and consumers throughout the continental United States, Canada, and Mexico. Our service offerings include transportation of full-truckload containerized freight, which we directly transport utilizing our company-controlled revenue equipment and company drivers, independent contractors, or third-party carriers. We have arrangements with most of the major North American rail carriers to transport freight in containers or trailers, while we perform the majority of the pickup and delivery services. We also provide customized freight movement, revenue equipment, labor, systems, and delivery services that are tailored to meet individual customers’ requirements and typically involve long-term contracts. These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, freight handling, specialized equipment, and freight network design. In addition, we provide or arrange for local and home delivery services, generally referred to as last-mile delivery services, to customers through a network of cross-dock and other delivery system locations throughout the continental United States. Utilizing thousands of reliable third-party carriers, we also provide comprehensive freight transportation brokerage and logistics services. In addition to dry-van, full-load operations, we also arrange for these unrelated outside carriers to provide flatbed, refrigerated, less-than-truckload (LTL), and other specialized equipment, drivers, and services. Also, we utilize contracted power units to provide traditional over-the-road full truckload delivery services. Our customers, who include many Fortune 500 companies, have extremely diverse businesses. Many of them are served by J.B. Hunt 360°®, an online platform that offers shippers and carriers greater access, visibility and transparency of the supply chain. We account for our business on a calendar year basis, with our full year ending on December 31 and our quarterly reporting periods ending on March 31, June 30, and September 30. The operation of each of our five business segments is described in Note 9, Business Segments, in our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and in Note 13, Segment Information, of our Annual Report (Form 10-K) for the year ended December 31, 2024.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that impact the amounts reported in our Condensed Consolidated Financial Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses, and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position, or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revision become known.

Information regarding our Critical Accounting Policies and Estimates can be found in our Annual Report (Form 10-K). The critical accounting policies that we believe require us to make more significant judgments and estimates when we prepare our financial statements include those relating to self-insurance accruals, revenue equipment, revenue recognition and income taxes. We have discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors. In addition, Note 2, Summary of Significant Accounting Policies, to the financial statements in our Annual Report (Form 10-K) for the year ended December 31, 2024, contains a summary of our critical accounting policies. There have been no material changes to the methodology we apply for critical accounting estimates as previously disclosed in our Annual Report on Form 10-K.

RESULTS OF OPERATIONS

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

Total consolidated operating revenues were $3.05 billion for the third quarter 2025, a 0.5% decrease from $3.07 billion in the third quarter 2024. Third quarter 2025 operating revenues decreased primarily due to a decline in revenue per load in JBI and JBT, lower volumes in ICS and DCS, and fewer stops in FMS, when compared to the third quarter 2024. These increases were offset by higher productivity in DCS, increased revenue per load in ICS, and increased loads in JBT. Total consolidated operating revenue, excluding fuel surcharge revenue, decreased 0.4%, when compared to the third quarter 2024.

JBI segment revenue decreased 2% to $1.52 billion during the third quarter 2025, compared with $1.56 billion in 2024. During the third quarter of 2025, JBI had a 1% decrease in load volumes and revenue per load, which is determined by the combination of freight mix, fuel surcharges, and customer rates. Transcontinental loads decreased 6% during the third quarter 2025, while eastern network load volume increased 6% compared to the third quarter 2024. Our decision during bid season to prioritize network balance, especially in the Transcontinental network, pressured volumes compared to last year but reduced empty moves from the network. Volume growth in our Eastern network remained strong, driven by the value proposition it presents for customers and reliable rail service. Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the third quarter 2024. JBI segment operating income increased 12% to $125.0 million in the third quarter 2025 from $111.8 million in 2024. The increase is primarily due to improved network balance, which resulted in fewer empty container moves and increased efficiency throughout our drayage fleet, as well as improvements associated with the initiative to lower our cost to serve and overall cost management initiatives. The current quarter ended with approximately 125,100 units of trailing capacity and 6,400 power units assigned to the dray fleet.

DCS segment revenue increased 2% to $864 million in the third quarter 2025, compared to $846 million in 2024. Productivity, defined as revenue per truck per week, increased 3%, while average truck count decreased 1%, when compared to the third quarter 2024. Productivity, excluding fuel surcharge revenue, increased 3%, primarily due to contractual index-based rate increases and a decline in idle equipment. On a net basis, revenue-producing trucks in the fleet at the end of the third quarter 2025 decreased by 59 trucks, or 1%, compared to the prior-year period. Customer retention rates are approximately 95%. DCS segment operating income increased 9% to $104.3 million in the third quarter 2025, from $95.5 million in 2024. The increase is primarily due to higher revenue, lower equipment and maintenance costs, improvements associated with the initiative to lower our cost to serve, and the maturing of new business onboarded over the past year, partially offset by higher insurance premiums.

ICS segment revenue decreased 1% to $276 million in the third quarter 2025, from $278 million in 2024. Overall volumes decreased 8% compared to the third quarter 2024, while revenue per load increased 9%, primarily due to higher contractual and spot rates and changes in customer freight mix. Contractual business represented approximately 63% of total load volume and 64% of total revenue in the third quarter 2025, compared to 62% and 61%, respectively, in 2024. The ICS segment had an operating loss of $0.8 million in the third quarter 2025, compared to an operating loss of $3.3 million in 2024. The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower insurance claims expense, and reduced technology costs. Gross profit margin decreased to 15.0% in the third quarter 2025, compared to 17.9% in 2024 as the absence of project work in the current quarter compared to the prior year, more than offset the benefits of our disciplined bid strategy and effective sourcing of capacity. ICS’s carrier base increased 13% compared to the third quarter 2024, following recent declines due to changes in carrier qualification requirements.

FMS segment revenue decreased 5% to $206 million in the third quarter 2025 from $218 million in 2024, primarily due to decreased customer demand and a change in mix between asset and asset-light business. FMS segment operating income decreased 42% to $6.9 million in the third quarter of 2025 compared to $12.0 million in 2024. This decrease was primarily due to lower revenue and higher insurance claims expense, partially offset by lower personnel-related expenses and improvements associated with the initiative to lower our cost to serve.

JBT segment revenue increased 10% to $190 million in the third quarter 2025, from $173 million in 2024. Revenue, excluding fuel surcharge revenue, increased 10% primarily due to a 14% increase in load volume, partially offset by a 4% decrease in revenue per load, excluding fuel surcharge revenue, compared to third quarter 2024. JBT average effective trailer count decreased to 12,107 in the third quarter 2025, compared to 12,588 in 2024. At the end of the third quarter 2025, the JBT power fleet consisted of 2,091 tractors, compared to 1,989 tractors at September 30, 2024. Trailer turns in the third quarter of 2025 increased 19% compared to third quarter 2024, due to higher load volumes and improvements in network balance. JBT segment operating income decreased 9% to $7.4 million in 2025, compared with $8.2 million during third quarter 2024. The decrease is primarily due to higher insurance claims expense and increased maintenance-related costs as well as higher third-party capacity costs as a percentage of revenue.

Consolidated Operating Expenses

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

Total operating expenses decreased 1.2%, while operating revenues decreased 0.5% during the third quarter 2025 from the comparable period 2024. Operating income increased to $242.7 million during the third quarter 2025 from $224.1 million in 2024.

Rents and purchased transportation costs decreased 3.5% in the third quarter 2025. This decrease was primarily the result of a decrease in JBI and ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBT load volumes, during the third quarter 2025 compared to 2024.

Salaries, wages, and employee benefits costs increased 1.6% during the third quarter 2025, compared with 2024. This increase was primarily due to an increase in incentive compensation, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 4.7% in third quarter 2025 compared with 2024, primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems. Fuel costs increased 3.3% in the third quarter 2025, compared with 2024, due primarily to an increase in the price of fuel.

Operating supplies and expenses increased 3.8%, driven primarily by higher equipment maintenance costs, increased tire expense, and increased tolls expense. Insurance and claims expenses increased 4.6% in 2025 compared with 2024, primarily due to increased insurance policy premiums expense and higher claim volume, partially offset by lower claim severity. General and administrative expenses decreased 4.7% for the current quarter from the comparable period in 2024, primarily due to lower building and yard rental expense, reduced technology costs, decreased professional services expense, and lower bad debt expense, partially offset by an increase in net loss from sale or disposal of assets. Net loss from sale or disposal of assets was $2.6 million in 2025, compared to a net loss from sale or disposal of assets of $0.8 million in 2024.

Net interest expense decreased 13.9% in 2025 due to a decrease in effective interest rates and the resolution of certain tax positions, partially offset by a higher average debt balance compared to third quarter 2024. Income tax expense increased 5.2% in 2025, compared with 2024, primarily due to higher taxable earnings. Our effective income tax rate decreased to 24.0% for the third quarter of 2025, compared to 25.2% in 2024, primarily due to the resolution of certain tax positions. Our annual tax rate for 2025 is expected to be approximately 24.5%. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

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

Total consolidated operating revenues were $8.90 billion for the first nine months of 2025, versus $8.94 billion for the comparable period 2024. Fuel surcharge revenue decreased to $1.10 billion during the first nine months of 2025, compared with $1.16 billion in 2024. Total consolidated operating revenue, excluding fuel surcharge revenue, was relatively flat when compared to the first nine months of 2024.

JBI segment revenue increased 2% to $4.43 billion during the first nine months of 2025, compared with $4.36 billion in 2024. Load volume during the first nine months of 2025 increased 4% and revenue per load decreased 2%, compared to a year ago. Revenue per load, excluding fuel surcharge revenue, decreased 1% compared to the first nine months of 2024. JBI segment operating income increased 1% to $315.1 million in the first nine months of 2025, from $312.9 million in 2024. The increase is primarily due to higher revenue and improved network balance and increased efficiency throughout our drayage fleet as well as improvements associated with our overall cost management initiatives. These benefits were partially offset by higher driver and non-driver wages, higher insurance claims and premiums expense, higher group medical expense, and increased equipment maintenance costs.

DCS segment revenue decreased 1% to $2.53 billion during the first nine months of 2025, from $2.56 billion in 2024. Productivity, defined as revenue per truck per week, increased 3% from a year ago. Productivity, excluding fuel surcharge revenue, for the first nine months of 2025 increased 4% from a year ago. The increase in productivity was primarily due to contractual index-based rate increases, increased utilization of equipment, and reduced idle equipment during the current period. Operating income of our DCS segment decreased 3% to $278.2 million in the first nine months of 2025, from $285.6 million in 2024. The decrease is primarily due to decreased revenue, higher insurance claim and premium expense, higher group medical expense, and increased equipment maintenance costs, partially offset by the maturing of new business onboarded over the past year, lower bad debt expense, and overall cost management initiatives when compared to the first nine months of 2024.

ICS revenue decreased 4% to $805 million during the first nine months of 2025, from $834 million in 2024. Overall volumes decreased 10%, while revenue per load increased 7% compared to 2024. The ICS segment had an operating loss of $7.0 million in the first nine months of 2025 compared to an operating loss of $34.1 million in 2024. The decrease in operating loss is primarily due to lower personnel salary and wages expense, lower cargo claims expense, reduced technology costs, overall cost management initiatives, and a reduction in integration and transition costs related to the 2023 purchase of the brokerage assets of BNSF Logistics, LLC during the first nine months of 2025. Gross profit margin decreased to 15.3% in the current period compared to 15.7% in 2024.

FMS revenue decreased 10% to $618 million during the first nine months of 2025, from $683 million in 2024, primarily due to decreased customer demand and internal efforts to improve revenue quality across certain accounts. FMS segment had operating income of $19.6 million in the first nine months of 2025 compared to $46.9 million in 2024. This decrease was primarily due to lower revenue, higher insurance premium and claims expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first nine months of 2024.

JBT segment revenue increased 3% to $533 million for the first nine months of 2025, from $519 million in 2024. Revenue, excluding fuel surcharge revenue, increased 4%, primarily due to a 10% increase in load volume, partially offset by a 5% decrease in revenue per load, excluding fuel surcharge revenue compared to the first nine months of 2024. Operating income of our JBT segment was $12.8 million in the first nine months of 2025, relatively flat compared to $12.9 million in 2024, as higher insurance premium and claims expense, and increased maintenance related costs were offset by lower personnel-related expenses and a continued focus on cost management initiatives and productivity.

Consolidated Operating Expenses

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

Total operating expenses and operating revenues decreased 0.4%, during the first nine months of 2025, from the comparable period of 2024. Operating income decreased to $618.6 million during the first nine months of 2025, from $624.2 million in 2024.

Rents and purchased transportation costs decreased 1.1% in 2025. This decrease was primarily the result of decreased ICS load volumes, which decreased services provided by third-party carriers, partially offset by increased JBI and JBT load volumes, compared to 2024.

Salaries, wages, and employee benefits costs increased 0.8% in 2025 from 2024. This increase was primarily due to higher incentive compensation, an increase in group medical benefit expenses and higher driver wages, partially offset by lower office employee wage expenses.

Depreciation and amortization expense decreased 3.6% in 2025 primarily due to an increase in the expected useful lives of our chassis and trailer fleets, the reduction in DCS truck counts, and lower depreciation of information systems, partially offset by higher intermodal container counts. Fuel costs decreased 3.8% in 2025, compared with 2024, due primarily to a decrease in the price of fuel and decreased road miles.

Operating supplies and expenses increased 3.5%, driven primarily by higher equipment maintenance costs, increased tire expense, and higher tolls expense, partially offset by lower travel and entertainment expenses and towing costs. Insurance and claims expense increased 10.8% in 2025 compared with 2024, primarily due to higher claim severity, increased insurance policy premiums expense, and the absence of a $4.2 million net benefit from claim settlements recorded in the first nine months of 2024. General and administrative expenses decreased 3.1% from the comparable period in 2024, primarily due to lower building and yard rental expense, decreased professional services expense, and a decrease in net loss from sale or disposal of assets, partially offset by higher advertising costs. Net loss from sale or disposal of assets was $11.9 million in 2025, compared to a net loss from sale or disposal of assets of $13.3 million in 2024.

Net interest expense increased 2.0% in 2025, due primarily to decreased interest income and an increase in our average debt balance. Income tax expense decreased 5.6% during the first nine months of 2025 compared with 2024, primarily due to decreased taxable earnings and a lower effective income tax rate in the first nine months of 2025. Our effective income tax rate was 25.6% for the first nine months of 2025, compared to 26.8% in 2024 due to discrete tax items. Our annual tax rate for 2025 is expected to be approximately 24.5%. In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

Liquidity and Capital Resources

Cash Flow

Net cash provided by operating activities totaled $1.29 billion during the first nine months of 2025, compared with $1.17 billion for the same period 2024. Operating cash flows increased primarily due to increased earnings, partially offset by the timing of general working capital activities. Net cash used in investing activities totaled $490.9 million in 2025, compared with $477.5 million in 2024. The increase is primarily due to cash proceeds from investment and business acquisition activities present in the prior period. Net cash used in financing activities was $796.4 million in 2025, compared with $621.3 million in 2024. This increase resulted primarily from an increase in treasury stock purchases and net payments on revolving line of credit.

Liquidity

Our need for capital has typically resulted from the acquisition of containers and chassis, trucks, tractors, and trailers required to support our growth and the replacement of older equipment as well as periodic business acquisitions and real estate transactions. We are frequently able to accelerate or postpone a portion of equipment replacements or other capital expenditures depending on market and overall economic conditions. In recent years, we have obtained capital through cash generated from operations, revolving lines of credit and long-term debt issuances. We have also periodically utilized operating leases to acquire revenue equipment. For our senior notes maturing in 2026, it is our intent to pay the entire outstanding balances in full, on or before the maturity dates, using our existing cash balance, senior revolving line of credit or other sources of long-term financing.

We believe our liquid assets, cash generated from operations, and revolving line of credit will provide sufficient funds for our operating and capital requirements for the foreseeable future. At September 30, 2025, we were authorized to borrow through a revolving line of credit, which is supported by a credit agreement with a group of banks. The revolving line of credit authorizes us to borrow up to $1.0 billion under a five-year term expiring September 2027, and allows us to request an increase in the revolving line of credit total commitment by up to $300 million and to request two one-year extensions of the maturity date. In addition, the credit agreement authorized us to borrow up to an additional $500 million through committed term loans during the nine-month period beginning September 27, 2022, due September 2025, which we exercised in June 2023. The entire outstanding balance of these term loans were paid in full in March 2025. The applicable interest rates under this agreement are based on either the Secured Overnight Financing Rate (SOFR), or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees. At September 30, 2025, we had a $160 million outstanding balance under our senior credit facility, at an average interest rate of 5.16% and a cash balance of $52.3 million.

We continue to evaluate the possible effects of current economic conditions and reasonable and supportable economic forecasts on operational cash flows, including the risks of declines in the overall freight market due to anticipated or potential increases in tariffs or other factors and our customers' liquidity and ability to pay. We regularly monitor working capital and maintain frequent communication with our customers, suppliers and service providers. A large portion of our cost structure is variable. Purchased transportation expense represents more than half of our total costs and is heavily tied to load volumes. Our second largest cost item is salaries and wages, the largest portion of which is driver pay, which includes a large variable component.

Our financing arrangements require us to maintain certain covenants and financial ratios. At September 30, 2025, we were compliant with all covenants and financial ratios.

Our net capital expenditures were approximately $490.9 million during the first nine months of 2025, compared with $488.1 million for the same period 2024. Our net capital expenditures include net additions to revenue equipment and non-revenue producing assets that are necessary to contribute to and support the future growth of our various business segments. Capital expenditures in the first nine months of 2025 were primarily for tractors, trailing equipment and related enhancements, and real estate. We expect to spend in the range of $550 million to $600 million for net capital expenditures during the full calendar year 2025. We are currently committed to spend approximately $130.6 million, net of proceeds from sales or trade-ins, during the years 2025 and 2026. At September 30, 2025, our aggregate future minimum lease payments under operating lease obligations related primarily to the rental of maintenance and support facilities, cross-dock and delivery system facilities, office space, parking yards, and equipment totaled $295.9 million.

Off-Balance Sheet Arrangements

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

Risk Factors

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

Risks Related to Our Industry

• Our business can be significantly impacted by economic conditions, customer business cycles, government policies, and seasonal factors.
• Extreme or unusual weather conditions can disrupt our operations, impact freight volumes, and increase our costs, all of which could have a material adverse effect on our business results.
• Our operations are subject to various environmental laws and regulations, including legislative and regulatory responses to climate change. Compliance with environmental requirements could result in significant expenditures and the violation of these regulations could result in substantial fines or penalties.
• We depend on third parties in the operation of our business, particularly rail service providers, transportation equipment manufacturers, third party carriers and independent contractors.
• Rapid changes in fuel costs could impact our periodic financial results.
• Insurance and claims expenses could significantly reduce our earnings.
• We operate in a regulated industry, and increased direct and indirect costs of compliance with, or liability for violation of, existing or future regulations could have a material adverse effect on our business.
• Difficulty in attracting and retaining drivers and delivery personnel could affect our profitability and ability to grow.
• We operate in a competitive and highly fragmented industry. Numerous factors could impair our ability to maintain our current profitability and to compete with other carriers and private fleets.
• Our business can be significantly impacted by the effects of national or international health pandemics on general economic conditions and the operations of our customers and third-party suppliers and service providers.

Risks Related to Our Business

• We derive a significant portion of our revenue from a few major customers, the loss of one or more of which could have a material adverse effect on our business.
• A determination that independent contractors are employees could expose us to various liabilities and additional costs.
• We may be subject to litigation claims that could result in significant expenditures.
• We rely significantly on our information technology systems, a disruption, failure or security breach of which or an inability to keep pace with technological advances could have a material adverse effect on our business.
• Acquisitions or business combinations may disrupt or have a material adverse effect on our operations or earnings.

Interest rate risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates on variable-rate debt outstanding. Our total long-term debt consists of both fixed and variable interest rate facilities. Our senior notes have fixed interest rates ranging from 3.875% to 4.90%. These fixed-rate facilities reduce the impact of changes to market interest rates on future interest expense. Our senior credit facility has variable interest rates, which are based on either SOFR or a Base Rate, depending upon the specific type of borrowing, plus an applicable margin and other fees. At September 30, 2025, the average interest rate under our senior credit facility was 5.16%. Our earnings would be affected by changes in these short-term variable interest rates. At our current level of borrowing, a one-percentage-point increase in our applicable rate would reduce annual pretax earnings by $1.6 million.

Although we conduct business in foreign countries, foreign currency transaction gains and losses were not material to our results of operations for the nine months ended September 30, 2025. Accordingly, we are not currently subject to material foreign currency exchange rate risks from the effects that exchange rate movements of foreign currencies would have on our future costs or on future cash flows we would receive from our foreign investment. As of September 30, 2025, we had no foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, and other market factors. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. We cannot predict the extent to which high fuel price levels may occur in the future or the extent to which fuel surcharges could be collected to offset such increases. As of September 30, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

We maintain controls and procedures designed to ensure that the information we are required to disclose in the reports we file with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC rules, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

There were no changes in our internal control over financial reporting during the third quarter 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information regarding risk factors appears in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.