8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) January 26, 2012

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-27754	36-4007085
(Commission File Number)	(I.R.S. Employer Identification No.)

3050 Highland Parkway, Suite 100

Downers Grove, Illinois 60515

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 26, 2012, Hub Group, Inc. issued a press release announcing its fourth quarter and full year 2011 operating results. The press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(a)  Not Applicable.

(b)  Not Applicable.

(c)  Not Applicable.

(d)  A list of exhibits filed herewith is contained on the Exhibit

       Index which immediately precedes such exhibits and is

       incorporated herein by reference.

SIGNATURES

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 hereunto duly authorized.

	HUB GROUP, INC.
DATE: January 27, 2012	/s/ Terri A. Pizzuto
	By: Terri A. Pizzuto
	Title: Executive Vice President, Chief Financial Officer
	and Treasurer

EXHIBIT INDEX

Exhibit No.

99.1 Press release, issued on January 26, 2012, announcing fourth quarter and full year 2011 operating results for Hub Group, Inc.

EX-99.1

 EX EX. 99.1

Hub Group, Inc. Reports Fourth Quarter Earnings per Share of $0.48 Excluding One-Time Costs

DOWNERS GROVE, IL, January 26, 2012, -- Hub Group, Inc. (NASDAQ: HUBG) today announced financial results for the quarter and year ended December 31, 2011.

Hub Group reported income of $17.0 million for the fourth quarter ended December 31, 2011, an increase of 36% compared to the fourth quarter of 2010.  Hub Group’s diluted earnings per share was $0.46 for the fourth quarter of 2011, which represents an increase of 35% when compared with the prior year period.  Hub Group’s pre-tax income includes integration and restructuring costs of $1.0 million.  Excluding the effects of these items, non-GAAP earnings per share was $0.48 for the quarter (see table below).  Non-GAAP earnings per share increased 41% when compared with the prior year period.  Hub Group’s revenue increased 59% to $763 million.

The Hub segment’s revenue increased 20% to $577 million.  Fourth quarter intermodal revenue increased 23% to $419 million.  The increase was attributable to a 16% volume increase and a 7% increase for fuel, price and mix.  Truck brokerage revenue increased 3% to $82 million this quarter.  Fourth quarter Unyson Logistics revenue increased 27% to $76 million.  Hub’s operating income increased $4.5 million to $23.7 million, which represents an increase of 23% when compared with the prior year period.  The Hub results include approximately $500,000 of restructuring costs.

The Mode segment’s revenue was $195 million for the fourth quarter.  Operating income was $3.4 million.  The Mode results include approximately $500,000 of costs related to integration.

FULL YEAR 2011

Income for the year ended December 31, 2011 was $58 million.  Hub Group's diluted earnings per share for 2011 was $1.57.  Full year 2011 pre-tax income includes integration and restructuring costs of $4.6 million.  Excluding the effects of these items, non-GAAP earnings per share was $1.65 for the year (see table below).  Full year non-GAAP earnings per share increased 42% when compared with the prior year.  Hub Group’s revenue increased 50% to $2.8 billion.

Hub Group ended the year with $49 million in cash.

“Despite the uncertain economic environment, Hub Group closed out 2011 with another quarter of strong operating results," said David P. Yeager, Chairman and Chief Executive Officer of Hub Group.

CONFERENCE CALL

Hub will hold a conference call at 5:00 p.m. Eastern Time on Thursday, January 26, 2011 to discuss its fourth quarter and full year results and provide 2012 guidance.

Hosting the conference call will be David P. Yeager, Chairman and Chief Executive Officer, and Terri A. Pizzuto, Executive Vice-President, Chief Financial Officer and Treasurer.

This call is being webcast and can be accessed through the Investors link on Hub Group’s Web site at www.hubgroup.com .  Those interested in participating in the question and answer session should follow the telephone dial-in instructions below.

To participate in the conference call by telephone, please call ten minutes early by dialing (888) 679-8018.  The conference call participant code is 44109733. Participants may pre-register for the call athttps://www.theconferencingservice.com/prereg/key.process?key=PX3PNJTNA.  Pre-registrants will be issued a pin number to use when dialing into the live call which will provide quick access to the conference, bypassing the operator.  The call will be limited to 60 minutes, including questions and answers.

An audio replay will be available through the Investors link on the Company's Web site at www.hubgroup.com. This replay will be available for 30 days.

ABOUT HUB GROUP: Hub Group, Inc. is a leading asset-light freight transportation management company providing comprehensive intermodal, truck brokerage and logistics services. The Company operates through a network of offices and independent agents throughout the United States, Canada and Mexico.

CERTAIN FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical, including statements about Hub Group's or management's earnings guidance, intentions, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Factors that could cause actual results to differ materially include the factors listed from time to time in Hub Group's SEC reports including, but not limited to, the annual report on Form 10-K for the year ended December 31, 2010 and the reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011.  Hub Group assumes no liability to update any such forward-looking statements.

SOURCE: Hub Group, Inc.

CONTACT: Amy Lisek of Hub Group, Inc., +1-630-795-2214

HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
	Three Months						Twelve Months
	Ended December 31,						Ended December 31,
	2011			2010			2011			2010
Revenue	$	762,775		$	479,913		$	2,751,534		$	1,833,737
Transportation costs		678,964			423,271			2,438,986			1,620,304
Gross margin		83,811			56,642			312,548			213,433
Costs and expenses:
Salaries and benefits		29,522			26,270			121,044			99,138
Agent fees and commissions		13,091			635			41,491			2,410
General and administrative		12,425			9,572			49,951			38,211
Depreciation and amortization		1,635			947			5,603			3,792
Total costs and expenses		56,673			37,424			218,089			143,551
Operating income		27,138			19,218			94,459			69,882
Other income (expense):
Interest expense		(319	)		(16	)		(638	)		(54	)
Interest and dividend income		30			36			118			119
Other, net		42			62			328			146
Total other (expense) income		(247	)		82			(162	)		211
Income before provision for income taxes		26,891			19,300			94,297			70,093
Provision for income taxes		9,877			6,791			36,119			26,635
Net income	$	17,014		$	12,509		$	58,178		$	43,458
Basic earnings per common share	$	0.46		$	0.34		$	1.58		$	1.17
Diluted earnings per common share	$	0.46		$	0.34		$	1.57		$	1.16
Basic weighted average number of shares outstanding		36,943			36,817			36,913			37,223
Diluted weighted average number of shares outstanding		37,104			37,027			37,063			37,385

HUB GROUP, INC.
UNAUDITED NON-GAAP TO GAAP RECONCILIATION
(earnings per share)
	Three Months									Twelve Months
	Ended, Dec. 31, 2011									Ended, Dec. 31, 2011
					Change		Change							Change		Change
	2011		2010		$			%			2011		2010	$			%
Diluted GAAP EPS	$	0.46	$	0.34	$	0.12		35.3	%	$	1.57	$	1.16	$	0.41		35.3	%
Integration expenses and
restructuring costs	$	0.02	$	-	$	0.02				$	0.08	$	-	$	0.08
Diluted NON-GAAP EPS (adjusted)	$	0.48	$	0.34	$	0.14		41.2	%	$	1.65	$	1.16	$	0.49		42.2	%
Diluted Shares		37,104		37,027							37,063		37,385
In accordance with U.S. generally accepted accounting principles (GAAP), reported earnings per share include the after-tax impact of the items identifiable in this table. For internal purposes, Hub excludes these items from results when evaluating operating performance. This table and Hub’s internal use of non-GAAP earnings per share are not intended to imply, and should not be interpreted as implying, that non-GAAP earnings per share is a better measure of performance than GAAP earnings per share.

HUB GROUP, INC.
UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
	Three Months
	Ended December 31, 2011
					Inter-			Hub
					Segment			Group
	Hub		Mode		Elims			Consolidated
Revenue	$	577,306	$	195,242	$	(9,773	)	$	762,775
Transportation costs		516,157		172,580		(9,773	)		678,964
Gross margin		61,149		22,662		-			83,811
Costs and expenses:
Salaries and benefits		25,582		3,940		-			29,522
Agent fees and commissions		722		12,369		-			13,091
General and administrative		10,055		2,370		-			12,425
Depreciation and amortization		1,085		550		-			1,635
Total costs and expenses		37,444		19,229		-			56,673
Operating income	$	23,705	$	3,433	$	-		$	27,138

HUB GROUP, INC.
UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
	Twelve Months
	Ended December 31, 2011
					Inter-			Hub
					Segment			Group
	Hub		Mode		Elims			Consolidated
Revenue	$	2,183,914	$	586,251	$	(18,631	)	$	2,751,534
Transportation costs		1,939,263		518,354		(18,631	)		2,438,986
Gross margin		244,651		67,897		-			312,548
Costs and expenses:
Salaries and benefits		107,378		13,666		-			121,044
Agent fees and commissions		2,771		38,720		-			41,491
General and administrative		42,523		7,428		-			49,951
Depreciation and amortization		3,975		1,628		-			5,603
Total costs and expenses		156,647		61,442		-			218,089
Operating income	$	88,004	$	6,455	$	-		$	94,459

HUB GROUP, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
	December 31,
	2011			2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	49,091		$	115,144
Accounts receivable trade, net		326,537			185,879
Accounts receivable other		23,878			17,958
Prepaid taxes		2,392			296
Deferred taxes		4,838			3,314
Prepaid expenses and other current assets		9,056			6,569
TOTAL CURRENT ASSETS		415,792			329,160
Restricted investments		14,323			11,421
Property and equipment, net		124,587			47,806
Other intangibles, net		21,667			5,856
Goodwill, net		263,470			233,029
Other assets		2,845			2,135
TOTAL ASSETS	$	842,684		$	629,407
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable trade	$	204,693		$	121,078
Accounts payable other		17,289			10,064
Accrued payroll		16,721			14,378
Accrued other		29,962			21,898
Current portion of capital lease		2,237			-
TOTAL CURRENT LIABILITIES		270,902			167,418
Non-current liabilities		17,717			13,950
Deferred taxes		91,764			71,739
Non-current portion of capital lease		23,436			-
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;  2,000,000 shares authorized;  no shares issued or outstanding in 2011 and 2010		-			-
Common stock
Class A:  $.01 par value;  97,337,700 shares authorized and 41,224,792 shares issued in 2011 and 2010; 36,860,260 shares outstanding in 2011 and 36,638,359 shares outstanding in 2010		412			412
Class B:  $.01 par value; 662,300 shares authorized; 662,296 shares issued and outstanding in 2011 and 2010		7			7
Additional paid-in capital		168,800			169,722
Purchase price in excess of predecessor basis, net of tax benefit of $10,306		(15,458	)		(15,458	)
Retained earnings		401,188			343,010
Other comprehensive income		4			6
Treasury stock; at cost, 4,364,532 shares in 2011 and 4,586,433 shares in 2010		(116,088	)		(121,399	)
TOTAL STOCKHOLDERS' EQUITY		438,865			376,300
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	842,684		$	629,407

HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Twelve Months Ended
	December 31,
	2011			2010
Cash flows from operating activities:
Net income	$	58,178		$	43,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,340			8,572
Deferred taxes		18,821			9,545
Compensation expense related to share-based compensation plans		4,788			3,576
(Gain) loss on sale of assets		(17	)		85
Changes in operating assets and liabilities, net of effects of acquisition:
Restricted investments		(724	)		(1,838	)
Accounts receivable, net		(45,047	)		(46,582	)
Prepaid taxes		(2,097	)		298
Prepaid expenses and other current assets		(1,728	)		233
Other assets		(33	)		298
Accounts payable		23,095			12,822
Accrued expenses		2,989			5,277
Non-current liabilities		301			1,910
Net cash provided by operating activities		74,866			37,654
Cash flows from investing activities:
Proceeds from sale of equipment		410			988
Purchases of property and equipment		(55,010	)		(25,616	)
Cash used in acquisitions, net of cash acquired		(85,182	)		(170	)
Net cash used in investing activities		(139,782	)		(24,798	)
Cash flows from financing activities:
Proceeds from stock options exercised		86			46
Purchase of treasury stock		(1,523	)		(25,070	)
Capital lease payments		(729	)		-
Excess tax benefits from share-based compensation		1,034			434
Net cash used in financing activities		(1,132	)		(24,590	)
Effect of exchange rate changes on cash and cash equivalents		(5	)		15
Net decrease in cash and cash equivalents		(66,053	)		(11,719	)
Cash and cash equivalents beginning of period		115,144			126,863
Cash and cash equivalents end of period	$	49,091		$	115,144