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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

Commission file number 0-11757

J.B. HUNT TRANSPORT SERVICES, INC.

(Exact name of registrant as specified in its charter)

www.jbhunt.com

(Registrant’s web site)

Indicate by check mark whether the registrant  (1)  has filed all reports required to be filed by Section 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 the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    x    Accelerated filer     o      Non-accelerated filer     o   Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of shares of the registrant’s $0.01 par value common stock outstanding on June 30, 2008 was 125,617,110.

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J.B. HUNT TRANSPORT SERVICES, INC.

Form 10-Q

For The Quarter Ended June 30, 2008

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Part I.    Financial Information

ITEM 1.   FINANCIAL STATEMENTS

J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Earnings

(in thousands, except per share amounts)

(unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

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J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Balance Sheets

(in thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

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J.B. HUNT TRANSPORT SERVICES, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements.

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J.B. HUNT TRANSPORT SERVICES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.             General

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information.  We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated.  Pursuant to the requirements of the Securities and Exchange Commission (SEC) applicable to quarterly reports on Form 10-Q, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements.  While we believe the disclosures presented are adequate to make the information not misleading, these unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007.  Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2008, or any other interim period.  Our business is somewhat seasonal with slightly higher freight volumes typically experienced during the months of August through early November.

Recent Accounting Pronouncements

Effective January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157) and Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (FAS 159).  See Note 7, Fair Value Measurements, for the impact of this adoption.  In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of FAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009.  We have not yet determined the impact that the implementation of FAS 157 will have on our non-financial assets and liabilities which are not recognized on a recurring basis; however, we do not anticipate adoption to significantly impact our consolidated financial statements.

2.             Earnings Per Share

We compute basic earnings per share by dividing net earnings available to common stockholders by the actual weighted average number of common shares outstanding for the reporting period.  Diluted earnings per share reflects the potential dilution that could occur if holders of options or unvested restricted share units exercised or converted their holdings into common stock.  The dilutive effect of stock options and restricted share units was 3.4 million shares during the second quarter 2008, compared to 3.5 million shares during second quarter 2007.  During the six months ended June 30, 2008 and June 30, 2007, the dilutive effect of stock options and restricted share units was 3.3 million shares and 3.5 million shares, respectively.

3.    Share-Based Compensation

The following table summarizes the components of our share-based compensation program expense (in thousands):

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As of June 30, 2008, we had $11.5 million and $30.4 million of total unrecognized compensation expense related to nonstatutory stock options and restricted share units, respectively, which is expected to be recognized over the remaining weighted-average period of approximately 2.5 years for stock options and 2.7 years for restricted share units.  For the six months ended June 30, 2008, we issued 1.1 million shares as a result of stock option exercises and 27 thousand shares for vested restricted share units.

4.    Financing Arrangements

Our current financing arrangements consist of the following (in millions):

Revolving Lines of Credit

At June 30, 2008, we were authorized to borrow up to a total of $575 million under two different revolving lines of credit. The first line of credit is supported by a credit agreement with a group of banks for a total amount of $350 million, expiring March 29, 2012. The applicable interest rate under this agreement is based on either the prime rate or LIBOR, depending upon the specific type of borrowing, plus a margin based on the level of borrowings and our credit rating. At June 30, 2008, we had $154.2 million outstanding at an average interest rate of 3.28% under this agreement.

Our second line of credit is an Accounts Receivable Securitization program with a revolving credit facility up to $225 million.  The applicable interest rate under this agreement is the prevailing A1/P1 commercial paper rate in the market plus an agreed-upon margin. At June 30, 2008, we had $195.0 million outstanding at an average interest rate of 2.86% under this agreement.  This facility matured on July 28, 2008.  Concurrent with this maturity, we renewed this agreement with similar terms, which matures on July 27, 2009 and allows us to borrow up to $75 million through the same process as the previous securitization program as described in our 2007 Form 10-K.  The interest rate continues to be the prevailing A1/P1 commercial paper rate in the market plus an agreed-upon margin.

Senior Notes

Our senior notes consist of two separate issuances.  The first is $200 million of 5.31% senior notes, which mature March 29, 2011.  Interest payments are due semiannually in March and September of each year.  The second is $200 million of 6.08% senior notes, which mature July 26, 2014.  For this second issuance, principal payments in the amount of $50.0 million are due July 26, 2012 and July 26, 2013, with the remainder due upon maturity.  Interest payments are due semiannually in January and July of each year.

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Term Loan

Our $100 million term loan facility, maturing September 29, 2009, was arranged in connection with our purchase of used, dry-van trailers and is collateralized by a security interest in the trailing equipment.  We are required to make minimum quarterly principal payments in the amount of $3.5 million, through June 29, 2009, with the remainder due upon maturity.  Stated interest on this facility is a 3-month LIBOR variable rate.  Concurrent with the loan and credit agreement, we entered into an interest rate swap agreement to effectively convert this floating rate debt to a fixed rate basis of 5.85%.  The swap expires September 29, 2009, when the related term loan is due.  At June 30, 2008, we had $75.5 million outstanding under this agreement.

Our revolving lines of credit and debt facilities require us to maintain certain covenants and financial ratios.  We were in compliance with all covenants and financial ratios at June 30, 2008.

5.             Capital Stock

On May 1, 2008, our Board of Directors declared a regular quarterly dividend of $0.10 per common share, which was paid May 30, 2008, to stockholders of record on May 12, 2008.  On July 22, 2008, our Board of Directors declared a regular quarterly dividend of $0.10 per common share, payable on August 15, 2008, to stockholders of record on August 1, 2008.

6.             Comprehensive Income

Comprehensive income includes changes in the fair value of our interest rate swap, which qualifies for hedge accounting.  A reconciliation of net earnings and comprehensive income follows (in thousands):

7.             Fair Value Measurements

As stated in Note 1, General, effective January 1, 2008, we adopted FAS 157.  FAS 157, among other things, defines fair value, establishes a framework for measuring fair value and expands disclosure about such fair value measurements.  Assets and liabilities measured at fair value are based on one or more of three valuation techniques stated in FAS 157.  The three valuation techniques are as follows:

FAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for evaluating such assumptions, FAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows:

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following are assets and liabilities measured at fair value on a recurring basis at June 30, 2008 (in millions):

Available for sale investments are classified in “Prepaid expenses and other” in our condensed consolidated balance sheets, trading investments are classified in “Other assets” in our condensed consolidated balance sheets and the interest rate swap is classified in “Other long-term liabilities” in our condensed consolidated balance sheets.  No assets or liabilities were elected for fair value measurement under FAS 159, and therefore adoption of FAS 159 had no impact on our financial statements.

8.    Income Taxes

Our effective income tax rate was 39.0% for the three and six month period ended June 30, 2008, compared with 24.8% for the three month period ended June 30, 2007, and 31.4% for the six months ended June 30, 2007.  The increase in 2008 is primarily due to the 2007 rate being reduced by our settlement of a proposed IRS adjustment in 2007.  In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates, best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits.  The 2008 effective income tax rate reflects changes in estimates of state income taxes and non-deductible and non-taxable items as they relate to expected annual income.

At June 30, 2008, we had a total of $14.0 million in gross unrecognized tax benefits, which is a component of other long-term liabilities on our balance sheet. Of this amount, $9.1 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate.  The total amount of accrued interest and penalties for such unrecognized tax benefits was $6.0 million at June 30, 2008.  For the six months ended June 30, 2008, we realized $3.1 million of settlements related to our unrecognized tax benefits.

9.    Legal Proceedings

We are 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, we believe the resolution of these claims and pending litigation will not have a material adverse effect on our financial condition, results of operations or liquidity.

10.  Business Segments

We reported four distinct business segments during the three and six months ended June 30, 2008.  These segments included: Intermodal (JBI), Dedicated Contract Services (DCS), Truck (JBT), and Integrated Capacity Solutions (ICS).  The operation of each of these businesses is described in Note 13, Segment Information, of our 2007 Form 10-K.  A summary of certain segment information is presented below (in millions):

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ITEM 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2007 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.  You should realize there are many risks and uncertainties that could cause actual results to differ materially from those described.  Some of the factors and events that are not within our control and could have a significant impact on future operating results are general economic conditions, cost and availability of diesel fuel, accidents, adverse weather conditions, competitive rate fluctuations, availability of drivers, adverse legal decisions and audits or tax assessments of various federal, state or local taxing authorities, including the Internal Revenue Service (IRS).  Additionally, our business is somewhat seasonal with slightly higher freight volumes typically experienced during the months of August through early November.  You should also refer to Item 1A of our 2007 Form 10-K, for additional information on risk factors and other events that are not within our control.  Current and future changes in fuel prices could result in significant fluctuations of quarterly earnings.  Our future financial and operating results may fluctuate as a result of these and other risk factors as described from time to time in our filings with the SEC.

GENERAL

We are one of the largest full-load and multi-modal transportation companies in North America.  We operate four distinct, but complementary, business segments and provide a wide range of general and specifically tailored freight and logistics services to our customers.  We generate revenues primarily from the actual movement of freight from shippers to consignees and from serving as a logistics provider by offering or arranging for others to provide the transportation service.  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.

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 Consolidated Financial Statements and accompanying notes.  Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent assets and 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 2007 Form 10-K.  The four 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 2007 Form 10-K, contains a summary of our significant accounting policies.  There have been no material changes to the methodology we apply for critical accounting estimates as previously disclosed in our 2007 Form 10-K.

Segments

We operated four segments during the second quarter 2008.  The operation of each of these businesses is described in Note 13, Segment Information, of our 2007 Form 10-K.

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RESULTS OF OPERATIONS

Comparison of Three Months Ended June 30, 2008 to Three Months Ended June 30, 2007

Our total consolidated operating revenues increased to $977 million for the second quarter 2008, a 14% increase from the $856 million for the second quarter 2007.  Significantly higher fuel prices resulted in fuel surcharge revenues of $214.0 million during the current quarter, compared with $113.3 million in 2007.  If fuel surcharge revenues were excluded from both periods, the increase of 2008 revenue over 2007 was 2.8%.  The increased level of revenue, excluding fuel surcharge, was primarily attributable to higher volume in our Intermodal segment and growth in our ICS segment, which more than offset a reduction in our JBT segment.  Containers and trailers grew from 55,886 to 60,290.  The growth in trailing equipment was primarily to support additional intermodal business. The combined tractor fleet declined from 11,760 units in the second quarter 2007 to 10,545 units in the second quarter 2008, primarily due to our actions to reduce the size of the JBT segment fleet.

JBI segment revenue increased 28%, to $496 million during the second quarter 2008, compared with $387 million in 2007.  This increase in segment revenue was primarily the result of a 17% increase in load count and higher fuel surcharge revenue.  Operating income of the JBI segment rose to $66.2 million in the second quarter 2008, from $54.2 million in 2007, primarily due to the increase in revenue but also due to improvements in driver turnover and driver productivity during the quarter.  The rise in operating income was partially offset by increases in purchased transportation expense due to volume growth.

DCS segment revenue grew 3%, to $243 million in 2008, from $236 million in 2007.  This increase in DCS segment revenue was driven by increased fuel surcharges.  Excluding fuel surcharges, revenue declined 6% compared to the second quarter 2007, primarily due to the decline in the average truck count by 500 units.  The lower truck count reflects fleet reductions in response to changes in our customers’ business demands and our action to reduce units that operate in more generic dedicated business.  Operating income of our DCS segment decreased to $22.2 million in 2008, from $24.8 million in 2007.  The decline in operating income was primarily due to reduced volume, which was partially offset by lower claims and equipment rental costs.

JBT segment revenue totaled $192 million for the second quarter 2008, a decrease of 14% from the $222 million in the second quarter 2007.  This decrease in revenue was primarily a result of a 17% reduction in loads hauled, compared to the same quarter a year ago, as demand was much softer in the second quarter 2008.  At the end of the second quarter, the fleet size declined 22%, or 1,085 units, compared to the second quarter 2007 as a result of our continued efforts to right-size our fleet.  Rate per loaded mile, excluding fuel surcharges, increased by 2.3%, compared to the prior year period.  Our JBT operating income decreased to $3.4 million during the second quarter 2008, from $16.5 million in the second quarter 2007.  The decrease in operating income was primarily the result of decreased revenue and significantly higher fuel costs.

ICS segment revenue grew 214%, to $53 million in the second quarter 2008, from $17 million in the second quarter 2007, which was attributable to steady load growth from new and existing customers.  Operating expenses increased 167% from the second quarter 2007, primarily due to employee growth throughout 2007 and 2008 and increases in purchased transportation expense due to volume growth.  Our ICS staff grew 191% during the second quarter 2008, compared with 2007. Operating income of our ICS segment increased to $2.3 million, from $0.7

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million in 2007 primarily due to the volume growth in this segment.

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 increased 16.3%, while operating revenues increased 14.2%, during the second quarter 2008, over the comparable period of 2007.  Changes in fuel costs and fuel surcharge revenues can have an impact on the comparison of revenues and costs between reporting periods.  Operating income declined to $94.0 million during the second quarter 2008, from $96.2 million in 2007.

Rents and purchased transportation costs increased 29.2% in 2008.  This increase is a direct result of our increase in load volume in our JBI and ICS segments, as well as the higher cost of fuel, since fuel costs of third-party rail and truck carriers are included in purchased transportation expense. JBI segment’s rail purchased transportation expense increased by 28% due to increases in load volume and rates charged by our rail carriers.  An increase of outsourced freight through our ICS segment growth also contributed to the increase in purchased transportation expense.

Salaries, wages and employee benefit costs decreased 1.1% in 2008 over 2007.  This decrease is primarily related to reductions in the number of drivers in our JBT segment as a result of the reduction in business demand and freight movement.

Fuel costs increased 37.3% in 2008, compared with 2007 due to higher cost per gallon and slightly lower miles per gallon.  Our fuel cost per gallon during the current quarter increased nearly 58% due to the steep rise in fuel prices.  We have fuel surcharge programs in place with the majority of our customers.  These programs typically involve a specified computation based on the change in national, regional or local fuel prices.  While these programs may incorporate fuel cost increases as frequently as weekly, most also reflect a specified miles per gallon factor and

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require a certain minimum change in fuel costs (i.e., $0.05 per gallon) to trigger an increase in fuel surcharge revenue.  As typical in the truckload industry, many of these programs contain unrealistic fuel economy assumptions.  When fuel prices increase rapidly, there is also a lag associated with the majority of our fuel surcharge programs.  This lag negatively impacted operating income, especially in our JBT business segment.

There are also two additional factors related to fuel costs and fuel surcharge revenue that negatively impact operating income when fuel costs rise rapidly.  Depending on our specific business and traffic lane, frequently 10% to 15% of our miles traveled are empty.  While these empty miles also incur higher fuel costs, we typically are only able to charge fuel surcharge revenue on our loaded miles.  In addition, most systems and software applications utilized in the transportation industry for measuring miles and billing revenue result in computations that average 10% to 12% fewer miles than what is actually travelled (i.e. hub miles).  The combination of these two factors frequently results in no fuel surcharge revenue billed for approximately 20% to 25% of the miles our tractors actually travel.  During times of rapidly rising fuel costs, operating income can be negatively impacted by these factors.

Depreciation and amortization expense increased slightly, which was primarily the result of the expansion of our container and trailing equipment fleet.  This increase was partially offset by a decrease in tractor depreciation due to the reduction of tractor fleet count.  Operating supplies and expenses increased 5.4%, primarily due to higher maintenance and tire costs, compared with the second quarter 2007.  Insurance and claims expense decreased 15.0% for 2008 compared with 2007, primarily due to lower collision claims incidents and lower liability insurance claims.  Operating taxes and licenses decreased by 5.1% primarily due to the decrease in miles and freight demand.

General and administrative expenses decreased 9.8% for the current quarter from the comparable period in 2007, primarily as a result of an increase in the amount of gains from revenue equipment sales and as a result of a decrease in driver advertising and other professional expenses.  Net gains from sale of revenue equipment were $0.4 million in 2008, compared with less than ten thousand dollars in 2007.

Net interest expense decreased 6.5% in 2008, due to a reduction in long-term debt during the second quarter 2008 and lower average borrowing rates on our variable rate financing arrangements.  We continue to use operating cash flows to pay down debt and have reduced total debt to $825 million at June 30, 2008 from $913 million at December 31, 2007.

The “equity in loss of affiliated company” item on our Condensed Consolidated Statement of Earnings reflects our share of the operating results of Transplace, Inc. (TPI).

Our effective income tax rate was 39.0% for the second quarter and the six months ended June 2008, as compared to 24.8% for the second quarter and 31.4% for the six months ended 2007.  In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate, which is based on our expected annual income, statutory tax rates, best estimate of non-deductible and non-taxable items of income and expense and the ultimate outcome of tax audits.  Our effective annual tax rate for calendar year 2007 was 34.4%.  The increase in 2008 is primarily due to the 2007 rate being reduced by our settlement of a proposed IRS adjustment in 2007.  We expect the effective tax rate to be 39.0% for the remainder of 2008.

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Comparison of Six Months Ended June 30, 2008 to Six Months Ended June 30, 2007

Our total consolidated operating revenues increased to $1,856 million for the first six months 2008, a 12% increase over the $1,653 million for the comparable period of 2007.  Significantly higher fuel prices resulted in fuel surcharge revenues of $368.2 million during the first six months 2008, compared with $204.3 million in 2007.  If fuel surcharge revenues were excluded from both periods, the increase of 2008 revenue over 2007 was 2.7%.  The increased level of revenue, excluding fuel surcharge, was primarily attributable to higher volume in our Intermodal segment and significant growth in our ICS segment, which more than offset reductions in our Truck and Dedicated segments.  As previously mentioned, containers and trailers grew from 55,886 to 60,290, while our combined tractor fleet declined from 11,760 units to 10,545 units.  The growth in trailing equipment was primarily to support additional Intermodal business.  Decreases in the tractor fleet were due to the weakness in freight demand in our Truck segment and our actions to move further away from an asset-heavy truckload model.

JBI segment revenue increased 26%, to $933 million during the first six months 2008, compared with $742 million in 2007.  This increase in segment revenue was primarily a result of an 18% increase in load volume and slightly higher revenue per loaded mile, exclusive of fuel surcharges.  Operating income of the JBI segment rose to $118.0 million in the first six months 2008, from $100.7 million in 2007, primarily due to the increase in revenue, which was partially offset by increases in purchased transportation expense, due to volume growth.

DCS segment revenue grew 2%, to $472 million in 2008, from $461 million in 2007.  This increase in DCS segment revenue was driven by increased fuel surcharges.  Excluding fuel surcharges, revenue declined 5% compared to the first six months 2007, primarily due to the decline in the average truck count by 433 units. The lower truck count reflects fleet reductions in response to changes in our customers’ business demands and our action to reduce units that operate in more generic dedicated business.  Operating income of our DCS segment decreased to $40.5 million in 2008, from $46.8 million in 2007.  The decline in operating income was primarily due to reduced volume.

JBT segment revenue totaled $377 million for the first six months 2008, a decrease of 14% from the $437 million in the same period in 2007.  This decrease in revenue was primarily a result of a 16% decrease in loads hauled, compared to the same quarter a year ago, as demand was much softer in the second quarter 2008.  At the end of the first six months 2008, the fleet size declined 22%, or 1,085 units, compared to the first six months 2007.  Rate per loaded mile, excluding fuel surcharges, increased by 1%, compared to the prior year period.  Our JBT segment operating income decreased to $3.3 million during the first six months 2008, from $27.9 million operating income in 2007.  The decrease in operating income was primarily the result of decreased revenue, higher fuel costs and increased maintenance costs associated with an older tractor fleet.

ICS segment revenue grew 203%, to $91 million in 2008, from $30 million in 2007, which was attributable to increases in load volume from both new and existing clients.  Operating income of our ICS segment increased to $4.2 million, from $1.2 million in 2007, as operating leverage from higher revenue growth began to cover expenses primarily resulting from higher personnel and technology costs related to growing and investing in the ICS segment. Our ICS staff grew 191% during the first six months 2008, compared with 2007, which was largely in sales and

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operations, in connection with the growth in this segment.

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 increased 14.4%, while operating revenues increased 12.2%, during the first six months 2008, over the comparable period of 2007.  Changes in fuel costs and fuel surcharge revenues can have an impact on the comparison of revenues and costs between reporting periods.  Operating income declined to $166.1 million during the first six months 2008, from $176.6 million in 2007.

Rents and purchased transportation costs increased 26.8% in 2008.  This increase was a direct result of our increase in load volume in our JBI and ICS segments, as well as the higher cost of fuel, since fuel costs of third-party rail and truck carriers are included in purchased transportation expense.  JBI segment’s rail purchased transportation expense increased by 27% due to increases in load volume and an increase in rates charged by our rail carriers.  An increase of outsourced freight through our ICS segment growth also contributed to the increase in purchased transportation expense.

Salaries, wages and employee benefit costs decreased 1.8% in 2008 from 2007.  This decrease was primarily related to reductions in the number of drivers in our JBT segment due to the reduction in business demand and freight movement.

Fuel costs increased 32.7% in 2008, compared with 2007 due to higher cost per gallon and slightly lower miles per gallon.  Our fuel cost per gallon during the first six months 2008 increased nearly 50% due to the steep rise in fuel prices.  See previous quarter-to-date fuel cost discussion for impact of changing fuel prices on our fuel costs and results of operations.

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Depreciation and amortization expense increased slightly by 1.2% in 2008, which was primarily the result of the expansion of our container and trailing equipment fleet.  Operating supplies and expenses increased 3.1%, primarily due to higher maintenance costs, compared with the first six months 2007.  Insurance and claims expense decreased 5.9% for 2008 compared with 2007, primarily due to lower collision claims incidents and lower liability insurance claims.  Operating taxes and licenses decreased by 4.5% due to the decrease in miles and freight demand.

General and administrative expenses decreased 2.6% in 2008 from the comparable period in 2007, primarily as a result of a decrease in driver advertising, other driver expenses and other professional fees.  This decrease was partially offset with an increase in bad debts.  Net gains from sale of revenue equipment were $0.7 million in 2008, compared with $0.3 million in 2007.

Net interest expense increased in 2008, primarily due to increased debt levels.  Total debt increased to $824.7 million at June 30, 2008, from $703.5 million at June 30, 2007.

The “equity in loss of affiliated company” item on our Condensed Consolidated Statement of Earnings reflects our share of the operating results of TPI.

Liquidity and Capital Resources

Cash Flow