10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2015

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                   to                 

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	71-0673405
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

(479) 785-6000

(Address, including zip code, and telephone number, including

area code, of the registrant’s principal executive offices)

Not applicable

 (Former name, former address and former fiscal year, if changed since last report.)

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 such filing requirements for the past 90 days.    x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

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 definition 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). o Yes  x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at May 1, 2015
Common Stock, $0.01 par value	26,006,935 shares

ARCBEST CORPORATION

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — March 31, 2015 and December 31, 2014	3
	Consolidated Statements of Operations — For the Three Months Ended March 31, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income — For the Three Months Ended March 31, 2015 and 2014	5
	Consolidated Statement of Stockholders’ Equity — For the Three Months Ended March 31, 2015	6
	Consolidated Statements of Cash Flows — For the Three Months Ended March 31, 2015 and 2014	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
SIGNATURES		47

PART I.
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	March 31			December 31
	2015			2014
	(Unaudited)
	(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	166,022		$	157,042
Short-term investments	45,980			45,909
Restricted cash	1,386			1,386
Accounts receivable, less allowances (2015 — $5,653; 2014 — $5,731)	230,715			228,056
Other accounts receivable, less allowances (2015 — $1,489; 2014 — $1,701)	6,289			6,582
Prepaid expenses	22,599			20,906
Deferred income taxes	38,468			40,220
Prepaid and refundable income taxes	12,657			9,920
Other	4,907			4,968
TOTAL CURRENT ASSETS	529,023			514,989
PROPERTY, PLANT AND EQUIPMENT
Land and structures	264,740			251,836
Revenue equipment	628,136			633,455
Service, office, and other equipment	135,156			136,145
Software	119,431			116,112
Leasehold improvements	24,496			24,377
	1,171,959			1,161,925
Less allowances for depreciation and amortization	766,217			752,075
PROPERTY, PLANT AND EQUIPMENT, net	405,742			409,850
GOODWILL	80,696			77,078
INTANGIBLE ASSETS, net	72,862			72,809
OTHER ASSETS	53,376			52,896
TOTAL ASSETS	$	1,141,699		$	1,127,622
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	14,299		$	16,095
Accounts payable	115,566			104,230
Income taxes payable	257			527
Accrued expenses	176,737			194,674
Current portion of long-term debt	22,639			25,256
TOTAL CURRENT LIABILITIES	329,498			340,782
LONG-TERM DEBT, less current portion	132,837			102,474
PENSION AND POSTRETIREMENT LIABILITIES	44,448			42,418
OTHER LIABILITIES	12,740			16,667
DEFERRED INCOME TAXES	64,245			64,398
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2015: 27,739,223; 2014: 27,722,010 shares	277			277
Additional paid-in capital	304,570			303,045
Retained earnings	337,971			338,810
Treasury stock, at cost, 2015: 1,742,132 shares; 2014: 1,677,932 shares	(60,229		)	(57,770		)
Accumulated other comprehensive loss	(24,658		)	(23,479		)
TOTAL STOCKHOLDERS’ EQUITY	557,931			560,883
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,141,699		$	1,127,622

See notes to consolidated financial statements.

3

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31
	2015			2014
	(Unaudited)
	(in thousands, except share and per share data)
REVENUES	$	613,276		$	577,904
OPERATING EXPENSES	611,996			586,606
OPERATING INCOME (LOSS)	1,280			(8,702		)
OTHER INCOME (COSTS)
Interest and dividend income	234			190
Interest and other related financing costs	(1,002		)	(808		)
Other, net	400			365
TOTAL OTHER COSTS	(368		)	(253		)
INCOME (LOSS) BEFORE INCOME TAXES	912			(8,955		)
INCOME TAX PROVISION (BENEFIT)	167			(3,762		)
NET INCOME (LOSS)	$	745		$	(5,193	)
EARNINGS (LOSS) PER COMMON SHARE
Basic	$	0.03		$	(0.20	)
Diluted	$	0.03		$	(0.20	)
AVERAGE COMMON SHARES OUTSTANDING
Basic	26,051,038			25,876,928
Diluted	26,588,518			25,876,928
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.06		$	0.03

See notes to consolidated financial statements.

4

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended
	March 31
	2015			2014
	(Unaudited)
	(in thousands)
NET INCOME (LOSS)	$	745		$	(5,193	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax
Pension and other postretirement benefit plans:
Net actuarial loss, net of tax of: (2015 — $1,166; 2014 — $3,372)	(1,831		)	(5,296		)
Pension settlement expense, net of tax of: (2015 — $435; 2014 — $1,436)	684			2,255
Amortization of unrecognized net periodic benefit costs, net of tax of: (2015 — $400; 2014 — $206):
Net actuarial loss	656			353
Prior service credit	(29		)	(29		)
Interest rate swap and foreign currency translation:
Change in unrealized loss on interest rate swap, net of tax of: (2015 — $235)	(364		)	—
Change in foreign currency translation, net of tax of: (2015 — $187; 2014 — $24)	(295		)	(37		)
OTHER COMPREHENSIVE LOSS, net of tax	(1,179		)	(2,754		)
TOTAL COMPREHENSIVE LOSS	$	(434	)	$	(7,947	)

See notes to consolidated financial statements.

5

ARCBEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

														Accumulated
				Additional										Other
	Common Stock			Paid-In			Retained			Treasury Stock				Comprehensive			Total
	Shares	Amount		Capital			Earnings			Shares	Amount			Loss			Equity
	(Unaudited)
	(in thousands)
Balances at December 31, 2014	27,722	$	277	$	303,045		$	338,810		1,678	$	(57,770	)	$	(23,479	)	$	560,883
Net income							745										745
Other comprehensive loss, net of tax														(1,179		)	(1,179		)
Issuance of common stock under share-based compensation plans	17	—		—													—
Tax effect of share-based compensation plans				(122		)											(122		)
Share-based compensation expense				1,647													1,647
Purchase of treasury stock										64	(2,459		)				(2,459		)
Dividends declared on common stock							(1,584		)								(1,584		)
Balances at March 31, 2015	27,739	$	277	$	304,570		$	337,971		1,742	$	(60,229	)	$	(24,658	)	$	557,931

See notes to consolidated financial statements.

6

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31
	2015			2014
	(Unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income (loss)	$	745		$	(5,193	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	21,084			19,410
Amortization of intangibles	1,148			1,043
Pension settlement expense	1,119			3,691
Share-based compensation expense	1,647			1,568
Provision for losses on accounts receivable	312			84
Deferred income tax provision (benefit)	1,507			(3,493		)
Gain on sale of property and equipment	(310		)	(214		)
Changes in operating assets and liabilities:
Receivables	(902		)	(19,268		)
Prepaid expenses	(1,689		)	(3,163		)
Other assets	456			(1,710		)
Income taxes	(2,426		)	(3,610		)
Accounts payable, accrued expenses, and other liabilities	(11,759		)	17,065
NET CASH PROVIDED BY OPERATING ACTIVITIES	10,932			6,210
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(16,546		)	(8,654		)
Proceeds from sale of property and equipment	977			746
Business acquisition, net of cash acquired	(5,170		)	—
Capitalization of internally developed software	(2,087		)	(1,879		)
NET CASH USED IN INVESTING ACTIVITIES	(22,826		)	(9,787		)
FINANCING ACTIVITIES
Borrowings under credit facilities	70,000			—
Borrowings under accounts receivable securitization program	35,000			—
Payments on long-term debt	(77,254		)	(7,765		)
Net change in bank overdraft and drafts payable	(2,005		)	1,399
Deferred financing costs	(824		)	—
Payment of common stock dividends	(1,584		)	(819		)
Purchase of treasury stock	(2,459		)	—
Proceeds from the exercise of stock options	—			1,136
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	20,874			(6,049		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	8,980			(9,626		)
Cash and cash equivalents at beginning of period	157,042			105,354
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	166,022		$	95,728
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	$	163		$	102

See notes to consolidated financial statements.

7

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A — ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

ArcBest CorporationSM (the “Company”) is the parent holding company of businesses providing freight transportation services and logistics solutions. The Company’s principal operations are conducted through its Freight Transportation (ABF FreightSM) segment, which consists of ABF Freight System, Inc. and certain other subsidiaries. The Company’s other reportable operating segments are Premium Logistics (Panther), Emergency & Preventative Maintenance (FleetNet), Transportation Management (ABF LogisticsSM), and Household Goods Moving Services (ABF MovingSM). References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

ABF Freight represented approximately 71% of the Company’s total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2015. As of March 2015, approximately 78% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3, 2013 wage rate reduction and the August 1, 2013 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

On January 2, 2015, the Company acquired Smart Lines Transportation Group, LLC, a privately-owned truckload brokerage firm, for net cash consideration of $5.2 million. The acquired business is primarily reported in the ABF Logistics operating segment. On April 30, 2014, the Company acquired a privately-owned business which is reported within the FleetNet reporting segment for net cash consideration of $2.6 million. As these acquired businesses are not significant to the Company’s consolidated operating results and financial position, pro forma financial information and the purchase price allocation of acquired assets and liabilities have not been presented. The results of the acquired operations subsequent to the acquisition dates have been included in the accompanying consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2014 Annual Report on Form 10-K and other current filings with the Commission. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements and accompanying notes are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued an accounting pronouncement related to revenue recognition (ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The new standard

8

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

currently requires a January 1, 2017 effective date for the Company. The Company is evaluating the impact of the new standard on the consolidated financial statements.

In August 2014, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 205 with the addition of Presentation of Financial Statements — Going Concern (Subtopic 205-40). The Subtopic requires an entity’s management to assess conditions and events to determine the entity’s ability to continue as a going concern for each annual and interim reporting period for which financial statements are issued or available to be issued. The Subtopic is effective for the annual period ending December 31, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 835 with Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30). The amendment adds the requirement for an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset and to report amortization of the debt issuance costs as interest expense. The Subtopic is effective for the Company beginning January 1, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board also issued an accounting pronouncement to amend ASC Topic 350 with the addition of Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Subtopic 350-40). The amendment adds guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If the cloud computing arrangement does not contain a software license, the agreement should be accounted for as a service contract. The Subtopic is effective for the Company beginning January 1, 2016, and is not expected to have a significant impact on the Company’s financial statement disclosures.

Management believes that there is no other new accounting guidance issued but not yet effective that is relevant to the Company’s current financial statements. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on the Company’s financial statements, including the accounting for leases. As previously proposed, the lease accounting standard would require many operating leases to be reflected as liabilities with associated right-of-use assets.

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents, short-term investments, and restricted cash:

	March 31		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	103,579	$	99,615
Variable rate demand notes(1)(2)	16,342		16,326
Money market funds(3)	46,101		41,101
Total cash and cash equivalents	$	166,022	$	157,042
Short-term investments
Certificates of deposit(1)	$	45,980	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,386	$	1,386

(1)Recorded at cost plus accrued interest, which approximates fair value.

(2)Amounts may be redeemed on a daily basis with the original issuer.

(3)Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note).

(4)Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note E).

9

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The Company’s financial instruments in other long-term assets are presented in the table of financial assets and liabilities measured at fair value within this Note.

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year.  However, certain cash deposits and certificates of deposit may exceed federally insured limits. Cash and cash equivalents totaling $84.7 million and $77.3 million were not FDIC insured at March 31, 2015 and December 31, 2014, respectively.

Fair Value Disclosure of Financial Instruments

Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable:

·Level 1 — Quoted prices for identical assets and liabilities in active markets.

·Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

·Level 3 — Unobservable inputs (Company’s market assumptions) that are significant to the valuation model.

Fair value and carrying value disclosures of financial instruments are presented in the following table:

	March 31				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	49,547		49,565		56,759		56,743
	$	154,547	$	154,565	$	126,759	$	126,743

(1)The revolving credit facility under the Company’s Amended and Restated Credit Agreement (the “Credit Facility”), which was entered into in January 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(2)The Term Loan, which was entered into on June 15, 2012 and converted to borrowings under the Credit Facility on January 2, 2015, carried a variable interest rate based on LIBOR, plus a margin, that was considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(3)Borrowings under the Company’s accounts receivable securitization program, which was entered into in February 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(4)Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

10

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the assets and liabilities that are measured at fair value on a recurring basis.

	March 31		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	46,101	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,001		2,968
	$	48,102	$	44,069
Liabilities:
Interest rate swap(4)	$	1,175	$	576

(1)Included in cash and cash equivalents.

(2)Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3)Fair value measured using quoted prices of identical assets in active markets (Level 1 of the fair value hierarchy).

(4)The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at March 31, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

NOTE C — GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill by reportable operating segment consisted of the following:

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	3,618		—		—		2,914		—		704
Balances March 31, 2015	$	80,696	$	71,096	$	5,352	$	2,914	$	630	$	704

(1)Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of March 31, 2015.

11

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014:

	Weighted
	Average	March 31, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	45,442	$	8,813	$	36,629	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		2,978		222		3,200		2,711		489
Other	8	1,032		143		889		1,032		105		927
	13	49,674		11,934		37,740		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,796	$	11,934	$	72,862	$	83,596	$	10,787	$	72,809

Amortization expense on intangible assets totaled $1.1 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3.0 million and $4.0 million per year for the years ending December 31, 2015 through 2019.

NOTE D — INCOME TAXES

The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate for the three months ended March 31, 2015 was 18.3%.  The effective tax benefit rate for the three months ended March 31, 2014 was 42.0%. The tax rates for the first quarter of 2015 and 2014 reflect a benefit of 20.9% and 1.6%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states.

In addition to the adjustments to deferred tax liabilities for state tax rate changes, for the first three months of 2015 and 2014, the difference between the Company’s effective tax rate and the federal statutory rate primarily results from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, and, for the first quarter of 2014, changes in valuation allowances for deferred tax assets.

As of March 31, 2015, the Company’s deferred tax liabilities which will reverse in future years exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at March 31, 2015 and concluded that, other than for certain deferred tax assets related to foreign net operating loss carryforwards, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies.

During the three months ended March 31, 2015, the Company paid state and foreign income taxes of $1.1 million. During the three months ended March 31, 2014, the Company received refunds of $2.0 million of federal and state income taxes that were paid in prior years, primarily from loss carrybacks, and the Company paid federal, state, and foreign income taxes of $5.4 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE E — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility and accounts receivable securitization program (both of which are further described in Financing Arrangements within this Note) and notes payable and capital lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in ABF Freight’s operations), real estate, and certain other equipment as follows:

	March 31		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at March 31, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at March 31, 2015)	35,000		—
Notes payable (weighted average interest rate of 2.0% at March 31, 2015)	49,547		56,759
Capital lease obligations (weighted average interest rate of 5.8% at March 31, 2015)	929		971
	155,476		127,730
Less current portion	22,639		25,256
Long-term debt, less current portion	$	132,837	$	102,474

(1)The Term Loan was converted to the Credit Facility on January 2, 2015.

Scheduled maturities of long-term debt obligations as of March 31, 2015 were as follows:

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	24,983	$	1,138	$	418	$	23,213	$	214
Due after one year through two years	21,426		1,603		650		18,959		214
Due after two years through three years	46,366		1,998		35,630		8,518		220
Due after three years through four years	2,463		2,235		—		—		228
Due after four years through five years	71,984		71,790		—		—		194
Total payments	167,222		78,764		36,698		50,690		1,070
Less amounts representing interest	11,746		8,764		1,698		1,143		141
Long-term debt	$	155,476	$	70,000	$	35,000	$	49,547	$	929

(1)The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin.

(2)Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.

Assets securing notes payable or held under capital leases were included in property, plant and equipment as follows:

	March 31		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	86,076	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	256		255
Total assets securing notes payable or held under capital leases	88,126		90,640
Less accumulated depreciation and amortization(1)	28,876		26,305
Net assets securing notes payable or held under capital leases	$	59,250	$	64,335

(1)Amortization of assets under capital leases and depreciation of assets securing notes payable are included in depreciation expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Financing Arrangements

Credit Facility

On January 2, 2015, the Company and its lenders entered into an agreement to amend and restate the Company’s credit agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement refinanced the $70.0 million Term Loan, which was outstanding under the credit agreement at December 31, 2014, with a revolving credit facility (the “Credit Facility”). The Credit Facility has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows the Company to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity on January 2, 2020; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Amended and Restated Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Amended and Restated Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Amended and Restated Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s adjusted leverage ratio (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. The Company was in compliance with the covenants under the Amended and Restated Credit Agreement at March 31, 2015.

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility, the Company entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Effective January 2, 2015, the Company began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of March 31, 2015. The fair value of the interest rate swap of $1.2 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at March 31, 2015 and December 31, 2014, respectively. At March 31, 2015, the unrealized loss on the interest rate swap instrument was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity, and the change in the unrealized loss on the interest rate swap for the three months ended March 31, 2015 was reported in other comprehensive loss, net of tax, in the consolidated statement of comprehensive income. The interest rate swap is subject to certain customary provisions that could allow the counterparty to request immediate payment of the fair value liability upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at March 31, 2015.

Accounts Receivable Securitization Program

On January 2, 2015, the Company entered into an amendment to extend the maturity date of its accounts receivable securitization program with PNC Bank until January 2, 2018.  On February 1, 2015, the Company amended and restated the accounts receivable securitization program to increase the amount of cash proceeds provided under the facility from $75.0 million to $100.0 million, with an accordion feature allowing the Company to request additional borrowings up to an aggregate amount of $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of March 31, 2015, $35.0 million was borrowed under the accounts receivable securitization program. As of March 31, 2015, the Company was in compliance with the covenants under the accounts receivable securitization program.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of March 31, 2015, standby letters of credit of $20.0 million have been issued under the program, which reduced the available borrowing capacity to $45.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of March 31, 2015, the Company had letters of credit outstanding of $22.0 million (including $20.0 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of March 31, 2015, surety bonds outstanding related to the self-insurance program totaled $44.7 million.

NOTE F — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans

The following is a summary of the components of net periodic benefit cost:

	Three Months Ended March 31
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	101		$	70
Interest cost	1,320			1,720			31		49		228			197
Expected return on plan assets	(2,402		)	(2,831		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(47		)	(47		)
Pension settlement expense	1,119			3,691			—		—		—			—
Amortization of net actuarial loss	821			498			40		56		213			23
Net periodic benefit cost	$	858		$	3,078		$	71	$	105	$	495		$	243

Nonunion Defined Benefit Pension Plan

The Company’s nonunion defined benefit pension plan covers substantially all noncontractual employees hired before January 1, 2006. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who are active employees of the Company became eligible for the discretionary defined contribution feature of the Company’s nonunion defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate.

In consideration of the freeze of the accrual of benefits, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. The nonparticipating annuity contract purchase amount of $25.4 million plus first quarter 2014 lump-sum benefit distributions of $14.1 million exceeded the projected annual interest costs of the plan for 2014; therefore, the Company recognized pension settlement expense as a component of net periodic benefit cost of $3.7 million (pre-tax), or $2.3 million (after-tax), during the three months ended March 31, 2014.

For the three months ended March 31, 2015, the Company recognized pension settlement expense as a component of net periodic benefit cost of $1.1 million (pre-tax), or $0.7 million (after-tax), related to first quarter 2015 lump-sum distributions of $7.6 million, because total annual lump-sum benefit distributions from the plan are projected to exceed the total annual interest cost of the plan. When pension settlement expense is recognized, a corresponding reduction in the unrecognized net actuarial loss of the nonunion defined benefit pension plan is recorded. The remaining pre-tax

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2015.

The following table discloses the changes in the PBO and plan assets of the nonunion defined benefit pension plan for the three months ended March 31, 2015:

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	1,320
Actuarial loss(1)	4,171
Benefits paid	(7,665		)
Projected benefit obligation at March 31, 2015	172,236
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,577
Employer contributions	50
Benefits paid	(7,665		)
Fair value of plan assets at March 31, 2015	154,227
Funded status at March 31, 2015(2)	$	(18,009	)
Accumulated benefit obligation	$	172,236

(1)Net actuarial loss from remeasurement upon settlement was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement at March 31, 2015 was 3.0% compared to a rate of 3.2% as of the December 31, 2014 measurement date.

(2)Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2015.

Based upon currently available actuarial information, the Company does not expect to have cash outlays for required minimum contributions to its nonunion defined benefit pension plan in 2015. The plan had an adjusted funding target attainment percentage (“AFTAP”) of 108.1% as of the January 1, 2015 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes.

Multiemployer Plans

ABF Freight contributes to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid.

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the Multiemployer Pension Reform Act of 2014 (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty Corporation for the suspension of certain benefits. Any actions taken by trustees of multiemployer pension plans under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under the ABF NMFA. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees. Approximately one half of ABF Freight’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 48.4% as of January 1, 2014. ABF Freight received an Actuarial Status Certification for the Central States Pension Plan dated March 31, 2015, in which the plan’s actuary certified that, as of January 1, 2015, the plan was in critical and declining status, as defined by the Reform Act. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime in the current plan year or during the next 14 plan years, or during the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%.

The multiemployer plan administrators have provided to the Company no other significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2014 Annual Report on Form 10-K. ABF Freight has not received notification of any plan reorganization or plan insolvency. If ABF Freight was to completely withdraw from certain multiemployer pension plans, under current law, the Company would have material liabilities for its share of the unfunded vested liabilities of each such plan. However, ABF Freight currently has no intention to withdraw from any such plan, which withdrawal generally would have to be effected through collective bargaining.

NOTE G — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

	March 31			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(30,991	)	$	(30,140	)
Interest rate swap	(1,175		)	(576		)
Foreign currency translation	(1,698		)	(1,216		)
Total	$	(33,864	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(22,907	)	$	(22,387	)
Interest rate swap	(714		)	(350		)
Foreign currency translation	(1,037		)	(742		)
Total	$	(24,658	)	$	(23,479	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the three months ended March 31, 2015 and 2014:

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive loss before reclassifications	(2,490		)	(1,831		)	(364		)	(295		)
Amounts reclassified from accumulated other comprehensive loss	1,311			1,311			—			—
Net current-period other comprehensive loss	(1,179		)	(520		)	(364		)	(295		)
Balances at March 31, 2015	$	(24,658	)	$	(22,907	)	$	(714	)	$	(1,037	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive loss before reclassifications	(5,333		)	(5,296		)	—			(37		)
Amounts reclassified from accumulated other comprehensive loss	2,579			2,579			—			—
Net current-period other comprehensive loss	(2,754		)	(2,717		)	—			(37		)
Balances at March 31, 2014	$	(17,666	)	$	(17,103	)	$	—		$	(563	)

The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component  for the three months ended March 31:

	Three Months Ended March 31
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1) (2)
Amortization of net actuarial loss	$	(1,074	)	$	(577	)
Amortization of prior service credit	47			47
Pension settlement expense	(1,119		)	(3,691		)
Total, pre-tax	(2,146		)	(4,221		)
Tax benefit	835			1,642
Total, net of tax	$	(1,311	)	$	(2,579	)

(1)Amounts in parentheses indicate increases in expense or loss.

(2)These components of accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note F).

Dividends on Common Stock

The following table is a summary of dividends declared during the applicable quarter:

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819

On May 1, 2015, the Company’s Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of May 15, 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. As of December 31, 2014, the Company had purchased 1,618,150 shares for an aggregate cost of $56.8 million. In February 2015, the Company purchased 64,200 shares of its common stock for an aggregate cost of $2.5 million, leaving $15.7 million available for repurchase under the current buyback program.

NOTE H — SHARE-BASED COMPENSATION

Stock Awards

As of March 31, 2015, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan, as amended, provides for the granting of 3.1 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights (“SARs”), restricted stock, or restricted stock units.

Restricted Stock Units

A summary of the Company’s restricted stock unit award program is presented below:

	Units
Outstanding — January 1, 2015	1,368,880
Granted	5,400
Vested	(24,600	)
Forfeited	(7,200	)
Outstanding — March 31, 2015	1,342,480

The restricted stock units granted during the period had a weighted-average grant date fair value of $38.68 per share.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE I — EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three Months Ended
	March 31
	2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)
Diluted
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Effect of dilutive securities	537,480			—
Adjusted weighted-average shares and assumed conversions	26,588,518			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)

Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock units, which are considered participating securities. For the three months ended March 31, 2015, outstanding stock awards of less than 0.1 million were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing earnings per share. For the three months ended March 31, 2014, outstanding stock awards of 0.8 million were not included in the diluted loss per share calculation because their inclusion would have the effect of decreasing the loss per share.

NOTE J — OPERATING SEGMENT DATA

The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses operating revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations.

The Company’s reportable operating segments are impacted by seasonal fluctuations, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The Company’s reportable operating segments are as follows:

·Freight Transportation (ABF Freight), the Company’s principal operating segment, includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The operations of ABF Freight include, national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. Revenue and expense for freight transportation related to consumer household goods self-move services provided by ABF Freight are reported in the ABF Freight segment and certain support costs related to these services are allocated to ABF Freight from the ABF Moving segment.

ABF Freight is impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results. Earnings of the ABF Freight segment are adversely affected by the impact of inclement weather conditions on freight shipments and operating costs. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly tonnage levels.

·Premium Logistics (Panther) provides expedited freight transportation services to commercial and government customers and offers premium logistics services that involve the rapid deployment of highly specialized equipment to meet extremely specific linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through its premium logistics and global freight forwarding businesses, Panther offers domestic and international freight transportation with air, ocean, and ground service offerings. The segment provides services to the ABF Freight and ABF Logistics segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation.

Panther’s operations are influenced by seasonal fluctuations that impact customers’ supply chains and the resulting demand for expedited services. Expedited shipments may decline during winter months because of post-holiday slowdowns but can be subject to short-term increases, depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers, but severe weather events can result in higher demand for expedited services.

·Emergency & Preventative Maintenance (FleetNet) includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the ABF Freight and Panther segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation.

Emergency roadside service events of the FleetNet segment are favorably impacted by severe weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be influenced by seasonal variations in service event volume.

·Transportation Management (ABF Logistics) includes the results of operations of the Company’s businesses which provide freight brokerage and intermodal transportation services, worldwide ocean shipping solutions, and transportation and warehouse management services.

The industries and markets served by ABF Logistics are impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results of the segment. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly business levels. However, seasonal fluctuations are less apparent in the operating results of ABF Logistics than in the industry as a whole because of business growth in the segment.

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·Household Goods Moving Services (ABF Moving) includes the results of operations of the Company’s subsidiaries that provide transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. Certain costs incurred by ABF Moving in support of consumer self-move services provided by ABF Freight are allocated to the ABF Freight segment. Revenue and expense associated with these intersegment allocations are eliminated in consolidation.

Operating results for ABF Moving are impacted by the state of the national economy, including housing, unemployment, and U.S. mobility, as well as decisions made by the U.S. military which affect personnel moves. Operations of the segment are also impacted by seasonal fluctuations, resulting in higher business levels in the second and third quarters as the demand for moving services is typically higher in the summer months.

The Company’s other business activities and operating segments that are not reportable include ArcBest Corporation and certain other subsidiaries. Certain costs incurred by the parent holding company are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segments is before intersegment eliminations of revenues and expenses.

Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant.

22

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following table reflects reportable operating segment information for the three months ended March 31:

	Three Months Ended
	March 31
	2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	441,207		$	428,871
Premium Logistics (Panther)	75,292			72,226
Emergency & Preventative Maintenance (FleetNet)	42,489			41,699
Transportation Management (ABF Logistics)	47,372			29,717
Household Goods Moving Services (ABF Moving)	18,568			14,750
Other and eliminations	(11,652		)	(9,359		)
Total consolidated operating revenues	$	613,276		$	577,904
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	278,371		$	261,154
Fuel, supplies, and expenses	79,026			90,791
Operating taxes and licenses	11,996			11,493
Insurance	5,785			5,395
Communications and utilities	3,985			4,242
Depreciation and amortization	17,400			16,338
Rents and purchased transportation	41,844			47,420
Gain on sale of property and equipment	(244		)	(203		)
Pension settlement expense(1)	840			2,890
Other	2,161			1,535
Total Freight Transportation (ABF Freight)	441,164			441,055
Premium Logistics (Panther)
Purchased transportation	56,044			54,573
Depreciation and amortization(2)	2,924			2,737
Salaries, benefits, insurance, and other	15,129			11,552
Total Premium Logistics (Panther)	74,097			68,862
Emergency & Preventative Maintenance (FleetNet)	41,319			40,298
Transportation Management (ABF Logistics)	46,597			29,182
Household Goods Moving Services (ABF Moving)	18,931			15,591
Other and eliminations(1)	(10,112		)	(8,382		)
Total consolidated operating expenses(1)	$	611,996		$	586,606
OPERATING INCOME (LOSS)
Freight Transportation (ABF Freight)	$	43		$	(12,184	)
Premium Logistics (Panther)	1,195			3,364
Emergency & Preventative Maintenance (FleetNet)	1,170			1,401
Transportation Management (ABF Logistics)	775			535
Household Goods Moving Services (ABF Moving)	(363		)	(841		)
Other and eliminations	(1,540		)	(977		)
Total consolidated operating income (loss)	$	1,280		$	(8,702	)
OTHER INCOME (COSTS)
Interest and dividend income	$	234		$	190
Interest and other related financing costs	(1,002		)	(808		)
Other, net	400			365
Total other costs	(368		)	(253		)
INCOME (LOSS) BEFORE INCOME TAXES	$	912		$	(8,955	)

(1)Pension settlement expense totaled $1.1 million (pre-tax) and $3.7 million (pre-tax) on a consolidated basis for the three months ended March 31, 2015 and 2014, respectively.  For the three months ended March 31, 2015, pre-tax pension settlement expense of $0.8 million was reported by ABF Freight, $0.2 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments. For the three months ended March 31, 2014, pre-tax pension settlement expense of $2.9 million was reported by ABF Freight, $0.7 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments.

(2)Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software.

23

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following table presents operating expenses by category on a consolidated basis for the three months ended March 31:

	Three Months Ended
	March 31
	2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	306,916	$	286,801
Rents, purchased transportation, and other costs of services	177,966		164,126
Fuel, supplies, and expenses	75,902		88,774
Depreciation and amortization	22,232		20,453
Other	28,980		26,452
	$	611,996	$	586,606

NOTE K — LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows; however, the Company is currently involved in certain environmental compliance matters and legal proceedings, as further described below, for which the outcome and related financial impact cannot be determined at this time.

Environmental Matters

The Company’s subsidiaries store fuel for use in tractors and trucks in 63 underground tanks located in 19 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.

The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.

Certain ABF Freight branch facilities operate with storm water permits under the federal Clean Water Act (the “CWA”). The storm water permits require periodic monitoring and reporting of storm water sampling results and establish maximum levels of certain contaminants that may be contained in such samples. ABF Freight received, in late March 2014, a sixty-day Notice of Intent to Sue under the provisions of the CWA from a citizens group alleging multiple violations since 2009 by ABF Freight of the requirements of a storm water permit in force at the ABF Freight branch located in Kent, Washington. On July 6, 2014, the citizens group filed suit against ABF Freight in the United States District Court in Seattle, Washington seeking to collect fines and obtain injunctive relief for the alleged violations. ABF Freight intends to vigorously defend against the claims in this matter. Due to the nature of the materials in the runoff samples taken at the site by Company representatives, it is unlikely that this matter will result in any requirement for remediation of contaminants. The litigation is in the very early stages and it is not possible to determine the likelihood of loss or the amount of any penalties which might be assessed against ABF Freight. Therefore, no liability has been established at March 31, 2015 in connection with this matter.

24

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

ABF Freight received a similar Notice of Intent to Sue from another citizens group in December 2014 alleging CWA violations at its Brooklyn, New York branch. During the investigation of the allegations contained in the Notice of Intent to Sue, it was determined that the operations at the Brooklyn site were being conducted in a manner protected from storm water and, as a result, the site qualified for exemption from the permitting requirements of the Clean Water Act under a procedure known as “no exposure certification” (“NEC”). In December 2014, ABF Freight made an NEC filing with the New York State Department of Environmental Conservation covering the Brooklyn facility. During first quarter 2015, the citizens group filed suit against ABF Freight in the United States District Court for the Eastern District of New York asserting the violations of the CWA that were identified in the Notice of Intent to Sue and contesting the validity of the NEC filing. The lawsuit is in the early stages and it is not possible to assess potential damages or make an assessment of the probability of future losses at this time. Therefore, no liability has been established at March 31, 2015 in connection with this matter.

At March 31, 2015 and December 31, 2014, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.9 million and $0.8 million, respectively. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Legal Proceedings

Trademark Infringement

On December 23, 2014, Jaguar Land Rover Limited filed suit against Panther in the Northern District of Ohio under various causes of action, collectively falling under a trademark infringement claim. Panther believes the claim is without merit and will vigorously defend itself against this claim. The litigation process is in the very early stages; therefore, it is not possible to determine the likelihood of loss or the amount of any damages that could be assessed against Panther in this matter. Therefore, no liability has been established in connection with this matter as of March 31, 2015.

25

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

General

ArcBest CorporationSM (the “Company,” “we,” “us,” and “our”) is the parent holding company of businesses providing a comprehensive suite of freight transportation services and logistics solutions. Our principal operations are conducted through our Freight Transportation (ABF FreightSM) segment, which consists of ABF Freight System, Inc. and certain other subsidiaries. Our other reportable operating segments are the following non-asset-based businesses: Premium Logistics (Panther); Emergency & Preventative Maintenance (FleetNet); Transportation Management (ABF LogisticsSM); and Household Goods Moving Services (ABF MovingSM). (See additional segment description in Note J to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.) References to the Company, including “we,” “us,” and “our,” in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. This discussion should be read in conjunction with the accompanying quarterly unaudited consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2014. Our 2014 Annual Report on Form 10-K includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties to which our financial and operating results are subject.

Results of Operations

Consolidated Results

	Three Months Ended
	March 31
	2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	441,207		$	428,871
Premium Logistics (Panther)	75,292			72,226
Emergency & Preventative Maintenance (FleetNet)	42,489			41,699
Transportation Management (ABF Logistics)	47,372			29,717
Household Goods Moving Services (ABF Moving)	18,568			14,750
Other and eliminations	(11,652		)	(9,359		)
Total consolidated operating revenues	$	613,276		$	577,904
OPERATING INCOME (LOSS)
Freight Transportation (ABF Freight)	$	43		$	(12,184	)
Premium Logistics (Panther)	1,195			3,364
Emergency & Preventative Maintenance (FleetNet)	1,170			1,401
Transportation Management (ABF Logistics)	775			535
Household Goods Moving Services (ABF Moving)	(363		)	(841		)
Other and eliminations	(1,540		)	(977		)
Total consolidated operating income (loss)	$	1,280		$	(8,702	)
NET INCOME (LOSS)	$	745		$	(5,193	)
DILUTED INCOME (LOSS) PER SHARE	$	0.03		$	(0.20	)

26

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

Our consolidated revenues increased 6.1% in the three-month period ended March 31, 2015 compared to the same prior-year period, with all segments reporting revenue improvement. On a combined basis, first quarter 2015 non-asset-based revenues grew 16.0% above first quarter 2014 on increased business volumes due, in part, to more comprehensive customer services being offered across our transportation and logistics businesses and to the business generated by Smart Lines Transportation Group, LLC, which we acquired in January 2015. Total non-asset-based segments generated approximately 29% of first quarter 2015 total revenues before other revenues and intercompany eliminations. ABF Freight (asset-based business) revenues increased 3.7% on a per-day basis in first quarter 2015 compared to the same period of 2014, primarily due to improved yield, as measured by billed revenue per hundredweight, including lower fuel surcharges associated with decreased fuel prices.

Our improved consolidated operating results for the three months ended March 31, 2015, as compared to the same period of 2014, were influenced by higher revenues and a less severe effect of winter weather on ABF Freight’s operations. Our operations for the first quarters of both 2015 and 2014 were impacted by severe winter weather that disrupted operations and resulted in reduced shipments for our ABF Freight segment due to significant closures of facilities and lanes. The negative effect on ABF Freight’s operating results was estimated to total approximately $6.0 million in the current-year quarter compared to $10.5 million in the prior-year quarter.

Consolidated operating results were also impacted by an increase in healthcare and casualty claims costs and a decrease in pension settlement expense for the three months ended March 31, 2015, compared to the same prior-year period. Consolidated nonunion healthcare claims costs increased $2.9 million, which is approximately twice the expected level, and unfavorable experience in Panther’s casualty claims resulted in costs which were $0.7 million higher. The consolidated pension settlement charge related to the nonunion defined benefit pension plan was $1.1 million (pre-tax), or $0.7 million (after-tax) and $0.03 cents per share, for the three months ended March 31, 2015 compared to $3.7 million (pre-tax), or $2.3 million (after-tax) and $0.09 cents per share, for the same period of 2014. We expect to continue to recognize pension settlement expense related to the nonunion defined benefit pension plan estimated to range between $1.0 million and $1.5 million per quarter; however, the amount of quarterly pension settlement expense will fluctuate based on the amount of lump-sum benefit distributions paid to participants, actual returns on plan assets, and changes in the discount rate used to remeasure the projected benefit obligation of the plan upon settlement.

Net income and earnings per share were also impacted by the effective tax rates, as further described within the Income Taxes section of MD&A.

Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)

	Three Months Ended
	March 31
	2015		2014
	(in thousands)
CONSOLIDATED ADJUSTED EBITDA
Net income (loss)	$	745	$	(5,193	)
Interest expense and other related financing costs	1,002		808
Income tax provision (benefit)	167		(3,762		)
Depreciation and amortization	22,232		20,453
Amortization of share-based compensation	1,647		1,568
Amortization of net actuarial losses of benefit plans and pension settlement expense	2,193		4,268
Adjusted EBITDA	$	27,986	$	18,142

Adjusted EBITDA is a primary component of the financial covenants contained in our Amended and Restated Credit Agreement (see Financing Arrangements within the Liquidity and Capital Resources section of MD&A). Management believes Adjusted EBITDA to be relevant and useful information, as EBITDA is a standard measure commonly reported and widely used by analysts, investors, and others to measure financial performance and ability to service debt obligations. However, this financial measure should not be construed as a better measurement than operating income (loss), operating cash flow, net income (loss), or earnings (loss) per share, as determined under GAAP. Other companies may calculate EBITDA differently; therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

27

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

Freight Transportation (ABF Freight) Segment Overview

ABF Freight’s operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in “Business” in Item 1 and “Risk Factors” in Item 1A of our 2014 Annual Report on Form 10-K.

The key indicators necessary to understand ABF Freight’s operating results include:

·the overall customer demand for ABF Freight’s freight transportation services;

·the volume of transportation services provided by ABF Freight, primarily measured by average daily shipment weight (“tonnage”), which influences operating leverage as tonnage levels vary;

·the prices ABF Freight obtains for its services, primarily measured by yield (“revenue per hundredweight”), including fuel surcharges; and

·ABF Freight’s ability to manage its cost structure, primarily in the area of salaries, wages, and benefits (“labor”), with the total cost structure measured by the percent of operating expenses to revenue levels (“operating ratio”).

ABF Freight represented approximately 71% of our 2015 total revenues before other revenues and intercompany eliminations. As of March 31, 2015, approximately 78% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the effects of the contract changes were fully realized immediately upon implementation and, therefore, expected net cost reductions are being realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Upon implementation of the ABF NMFA, applicable rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA in 2013. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

ABF Freight’s operating performance is generally evaluated by comparison to the same prior-year periods due to seasonal fluctuations which affect tonnage and shipment levels. The following paragraphs discuss ABF Freight’s operating results and key performance factors.

Tonnage

The level of tonnage managed by ABF Freight is directly affected by industrial production and manufacturing, residential and commercial construction, consumer spending, primarily in the North American economy, and capacity in the trucking industry. ABF Freight’s operating results are affected by economic cycles, customers’ business cycles, and changes in customers’ business practices. ABF Freight actively competes for freight business based primarily on price, service, and availability of flexible shipping options to customers. ABF Freight seeks to offer value through identifying specific customer needs, then providing operational flexibility and seamless access to its services and those of our other operating segments in order to respond with customized solutions.

ABF Freight’s tonnage levels for the three-month period ended March 31, 2015 decreased 0.5% on a per-day basis compared to the same prior-year period. ABF Freight’s first quarter 2015 tonnage decline was primarily influenced by a change in business mix, with strong growth in LTL-rated tonnage and shipments more than offset by significant reductions in truckload-rated business. Severe winter weather negatively impacted ABF Freight’s first quarter tonnage levels in both 2015 and 2014; however, the adverse effect on shipment levels was more significant in first quarter 2014.

For the month of April 2015, average daily total tonnage for ABF Freight was approximately 5% above April 2014. ABF Freight’s revenues for the month of April 2015 were 3% to 4% above April 2014 on a per-day basis, attributable to the tonnage growth partially offset by a decrease in total billed revenue per hundredweight, including the effect of lower fuel surcharges.

28

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

Pricing

Another key to ABF Freight’s operating performance is the industry pricing environment which influences ABF Freight’s ability to obtain appropriate margins and price increases on customer accounts. Externally, ABF Freight’s pricing is typically measured by billed revenue per hundredweight, which is a reasonable, although approximate, measure of price change. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at a higher revenue per hundredweight than dense, heavy freight. Changes in the rated class and packaging of the freight, along with changes in other freight profile factors such as average shipment size, average length of haul, freight density, and customer and geographic mix, can affect the average billed revenue per hundredweight measure.

Approximately 35% of ABF Freight’s business is subject to ABF Freight’s base LTL tariffs, which are affected by general rate increases, combined with individually negotiated discounts. Rates on the other 65% of ABF Freight’s business, including business priced in the spot market, are subject to individual pricing arrangements that are negotiated at various times throughout the year. The majority of the business that is subject to negotiated pricing arrangements is associated with larger customer accounts with annually negotiated pricing arrangements, and the remaining business is priced on an individual shipment basis considering each shipment’s unique profile, value provided by ABF Freight to the customer, and current market conditions. Since pricing is established individually by account, ABF Freight focuses on individual account profitability rather than billed revenue per hundredweight when considering customer account or market evaluations. This is due to the difficulty of quantifying, with sufficient accuracy, the impact of changes in freight profile characteristics, which is necessary in estimating true price changes.

Total billed revenue per hundredweight, including fuel surcharge, increased 3.7% during the three-month period ended March 31, 2015 compared to the same prior-year period. The increase in the billed revenue per hundredweight measure reflects changes in business mix, with a higher proportion of LTL-rated business combined with strong pricing on truckload-rated shipments. In order to maintain consistent service levels to new and existing LTL customers, ABF Freight’s labor and equipment resources were strategically directed to a more favorable business mix which resulted in fewer spot truckload shipments during the current quarter. The billed revenue per hundredweight measure for the three months ended March 31, 2015 was also favorably impacted by the November 2014 and March 2014 general rate increases and improvements in contractual and deferred pricing, offset by lower fuel surcharge revenue as discussed further in the Fuel section of the ABF Freight Segment Overview. The revenue per hundredweight measure is discussed further in the ABF Freight Segment Results section of Results of Operations.

For the month of April 2015, total billed revenue per hundredweight, including fuel surcharge, decreased 1% to 2% below April 2014. While the pricing environment remains positive, lower fuel prices have resulted in lower fuel surcharge revenues compared to the prior-year period. Total billed revenue per hundredweight for April 2015 increased slightly from the first quarter 2015 measure and increased approximately 1% from March 2015, while the impact of lower fuel surcharges remained consistent between the periods. ABF Freight’s average nominal fuel surcharge rate for April 2015 declined 24% compared to April 2014. There can be no assurances that the current price trends will continue. The competitive environment could limit ABF Freight from securing adequate increases in base LTL freight rates and could limit the amount of fuel surcharge revenue recovered.

Fuel

The transportation industry is dependent upon the availability of adequate fuel supplies. ABF Freight charges a fuel surcharge based on changes in diesel fuel prices compared to a national index. Although revenues from fuel surcharges generally more than offset direct diesel fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of energy prices on other nonfuel-related expenses is difficult to ascertain. ABF Freight cannot predict, with reasonable certainty, future fuel price fluctuations, the impact of energy prices on other cost elements, recoverability of fuel costs through fuel surcharges, and the effect of fuel surcharges on ABF Freight’s overall rate structure or the total price that ABF Freight will receive from its customers. While the fuel surcharge is one of several components in ABF Freight’s overall rate structure, the actual rate paid by customers is governed by market forces based on value provided to the customer.

During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Fuel prices have fluctuated significantly in recent years. Whether fuel prices fluctuate

29

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

or remain constant, ABF Freight’s operating income may be adversely affected if competitive pressures limit its ability to recover fuel surcharges. Throughout the first three months of 2015, the fuel surcharge mechanism generally continued to have market acceptance among ABF Freight customers; however, certain nonstandard pricing arrangements have limited the amount of fuel surcharge recovered. The negative impact on operating margins of capped fuel surcharge revenue during periods of increasing fuel costs is more evident as fuel prices remain above the maximum levels recovered through the fuel surcharge mechanism on certain accounts.

In periods of declining fuel prices, which we have experienced since third quarter 2014, ABF Freight’s fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight measure and, consequently, revenues, and the revenue decline may be disproportionate to our fuel costs. To better align fuel surcharges to fuel- and energy-related expenses and provide more stability to account profitability as fuel prices change, ABF Freight revised its standard fuel surcharge program effective February 4, 2015. The modified fuel surcharge scale, which was changed to increase the fuel surcharge rate at lower fuel prices, impacts approximately 40% of ABF Freight’s shipments and primarily affects noncontractual customers. Despite the revision to the fuel surcharge program and the transition of certain nonstandard pricing arrangements to base LTL freight rates in recent years, ABF Freight’s first quarter year-over-year revenue comparison was negatively impacted by lower fuel surcharge revenue due to a decline in the nominal fuel surcharge rate. ABF Freight’s operating results will continue to be impacted by further changes in fuel prices and the related fuel surcharges.

Labor Costs

ABF Freight is generally effective in managing its costs to business levels. Labor costs, including retirement and health care benefits for ABF Freight’s contractual employees that are provided by a number of multiemployer plans (see Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q), are impacted by contractual obligations under ABF Freight’s labor agreement primarily with the IBT and other related supplemental agreements. ABF Freight’s ability to effectively manage labor costs has a direct impact on its operating performance. These costs, which are reported in ABF Freight’s operating expenses as salaries, wages, and benefits, amounted to 63.1% of ABF Freight’s revenue for the three months ended March 31, 2015, compared to 60.9% for the same period of 2014. The increase as a percentage of revenue was influenced by the effect of lower fuel surcharges on ABF Freight’s revenues for the three months ended March 31, 2015.  Labor costs are discussed further in the ABF Freight Segment Results section of Results of Operations.

ABF Freight operates in a highly competitive industry which consists predominantly of nonunion motor carriers. Our nonunion competitors have a lower fringe benefit cost structure and less stringent labor work rules, and certain carriers also have lower wage rates for their freight-handling and driving personnel. Wage and benefit concessions granted to certain union competitors also allow for a lower cost structure than that of ABF Freight. During recent recessionary economic conditions, competitors with lower labor cost structures reduced freight rates to gain market share.

ABF Freight has continued to address with the IBT the effect of ABF Freight’s wage and benefit cost structure on its operating results. We expect the combined effect of cost reductions under the ABF NMFA, lower cost increases throughout the contract period, and increased flexibility in labor work rules to be crucial steps in more closely aligning ABF Freight’s labor cost structure with that of its competitors. However, under its collective bargaining agreement, ABF Freight continues to pay some of the highest benefit contribution rates in the industry. These benefit rates include contributions to multiemployer plans, a portion of which are used to pay benefits to individuals who were never employed by ABF Freight. Information provided by a large multiemployer pension plan to which ABF Freight contributes indicates that approximately 50% of the plan’s benefit payments are made to retirees of companies that are no longer contributing employers. In consideration of the impact of high multiemployer pension contribution rates, certain of the funds have not increased ABF Freight’s pension contribution rate for the annual contribution period which began August 1, 2014. These rate freezes impacted multiemployer pension plans to which ABF Freight made approximately 75% of its total multiemployer pension contributions for the year ended December 31, 2014.

The Multiemployer Pension Reform Act of 2014 (the “Reform Act”), which was included in the Consolidated and Further Continuing Appropriations Act of 2015 that was signed into law on December 16, 2014, includes new provisions to address the funding of multiemployer pension plans in critical and declining status, including certain of those in which ABF Freight participates. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty

30

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

Corporation for the suspension of certain benefits. Any actions taken by multiemployer pension plan trustees under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under its current contract with the IBT, and we cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees. However, management believes the Reform Act is a constructive step in addressing the complex funding issue facing multiemployer pension plans and their contributing employers.

ABF Freight Segment Results

The following table sets forth a summary of operating expenses and operating income (loss) as a percentage of revenue for ABF Freight:

	Three Months Ended
	March 31
	2015		2014
ABF FREIGHT OPERATING EXPENSES
Salaries, wages, and benefits	63.1	%	60.9	%
Fuel, supplies, and expenses	17.9		21.2
Operating taxes and licenses	2.7		2.7
Insurance	1.3		1.2
Communications and utilities	0.9		1.0
Depreciation and amortization	3.9		3.8
Rents and purchased transportation	9.5		11.0
Pension settlement expense	0.2		0.7
Other	0.5		0.3
	100.0	%	102.8	%
ABF Freight Operating Income (Loss)	—		(2.8	)%

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

The following table provides a comparison of key operating statistics for ABF Freight:

	Three Months Ended
	March 31
	2015		2014		% Change
Workdays	62.5		63.0
Billed revenue(1) per hundredweight, including fuel surcharges	$	28.06	$	27.05	3.7	%
Pounds	1,578,662,286		1,599,622,978		(1.3	)%
Pounds per day	25,258,597		25,390,841		(0.5	)%
Shipments per DSY(2) hour	0.451		0.452		(0.2	)%
Pounds per DSY(2) hour	599.31		637.30		(6.0	)%
Pounds per shipment	1,328		1,411		(5.9	)%
Pounds per mile(3)	19.64		20.84		(5.8	)%

(1)Revenue for undelivered freight is deferred for financial statement purposes in accordance with ABF Freight’s revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements has not been adjusted for the portion of revenue deferred for financial statement purposes. Billed revenue has been adjusted to exclude intercompany revenue that is not related to freight transportation services.

(2)Dock, street, and yard (“DSY”) measures are further discussed in ABF Freight’s Operating Expenses within this section of ABF Freight Segment Results. ABF Freight uses shipments per DSY hour to measure labor efficiency in ABF Freight’s local operations, although total pounds per DSY hour is also a relevant measure when the average shipment size is changing.

(3)Total pounds per mile is used by ABF Freight to measure labor efficiency of its linehaul operations, although this metric is influenced by other factors including freight density, loading efficiency, average length of haul, and the degree to which rail service is used.

ABF Freight Revenues

ABF Freight’s revenues for the three months ended March 31, 2015 totaled $441.2 million compared to $428.9 million for the same period in 2014. On a per-day basis, ABF Freight’s billed revenue (as described in footnote (1) to the key operating statistics table above) increased 3.2% for the three months ended March 31, 2015 compared to the same prior-year period, reflecting a 3.7% increase in total billed revenue per hundredweight, including lower fuel surcharges associated with decreased fuel prices, partially offset by a 0.5% decrease in tonnage per day.

The first quarter 2015 tonnage per day decrease of 0.5%, compared to the same period of 2014, reflects a significant reduction in spot truckload-rated shipments partially offset by growth in LTL-rated business as ABF Freight focused on service to its LTL customer base. The shift to a higher proportion of LTL business in first quarter 2015 versus first quarter 2014 resulted in a decrease of 5.9% in average weight per shipment and an increase of 4.9% in total shipments. The first quarter 2015 tonnage levels were also affected by winter weather that disrupted operations and decreased shipments; however, the weather-related disruptions in 2015 were not as severe as those experienced during first quarter 2014.

Effective November 3, 2014 and March 24, 2014 ABF Freight implemented nominal general rate increases on its LTL base rate tariffs of 5.4%, although the amounts vary by lane and shipment characteristics. For the three-month period ended March 31, 2015, prices on accounts subject to annually negotiated contracts which were renewed during the period increased approximately 5% compared to the same prior-year period.

The increase in total billed revenue per hundredweight for the three months ended March 31, 2015, compared to the same period of 2014, reflects changes in business mix, with a higher proportion of LTL-rated business combined with strong pricing on truckload-rated shipments, general rate increases, and improvements in contractual and deferred pricing agreements. Excluding changes in fuel surcharges, freight profile, and account mix, average pricing on ABF Freight’s traditional LTL business experienced a low- to mid-single digit percentage increase for the three-month period ended March 31, 2015, compared to the same period of 2014. The ABF Freight Overview section of Results of Operations includes additional information regarding the pricing environment and fuel surcharge revenue.

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

ABF Freight Operating Income

ABF Freight’s operating income was breakeven for the three months ended March 31, 2015 compared to a $12.2 million operating loss in 2014. The first quarter 2015 operating ratio improvement of 2.8 percentage points was due primarily to increased revenues and a less severe effect of winter weather compared to first quarter 2014. ABF Freight’s operating results were also positively impacted by decreased usage of purchased transportation due to higher utilization of ABF Freight personnel and assets. Lower pension settlement expense related to the nonunion defined benefit pension plan, which totaled $0.8 million (pre-tax) for the three months ended March 31, 2015, compared to $2.9 million (pre-tax) for the same prior-year period, also contributed to ABF Freight’s improved operating results. However, the segment experienced a $0.9 million increase in costs due to unfavorable nonunion healthcare claims experience compared to same prior-year period. ABF Freight’s ability to further improve its operating ratio is impacted by managing its cost structure (as discussed in Labor Costs of the ABF Freight Overview section) as well as securing price increases to cover contractual wage and benefit rate increases, costs of maintaining customer service levels, and other inflationary increases in cost elements. ABF’s operating ratio was impacted by changes in operating expenses as discussed in the following paragraphs.

ABF Freight Operating Expenses

Labor costs, which are reported in operating expenses and costs of the ABF Freight segment as salaries, wages, and benefits, amounted to 63.1% and 60.9% of ABF Freight’s revenue for the three-month periods ended March 31, 2015 and 2014, respectively. The increase as a percentage of revenue was influenced by the effect on ABF Freight’s revenues of lower fuel surcharges associated with a decline in the nominal fuel surcharge rate due to decreased fuel prices. Salaries, wages, and benefits costs totaled $278.4 million and $261.2 million for the three months ended March 31, 2015 and 2014, respectively. The increase in labor costs reflects the previously discussed increase in nonunion healthcare costs and increased utilization of ABF Freight road drivers at higher wage and benefit rates due to annual contractual rate increases. The increased cost associated with utilization of ABF Freight employees was partially offset by declines in purchased transportation in the current year period. Under the ABF NMFA, the contractual wage rate increased 2.0% effective July 1, 2014 and, including the effect of the multiemployer pension plan rate freezes previously discussed in the ABF Freight Segment Overview section of Results of Operations, the health, welfare, and pension benefit rate increased an average of approximately 3.3% effective primarily on August 1, 2014.

Although ABF Freight manages costs with business levels, portions of salaries, wages, and benefits are fixed in nature and the adjustments which would otherwise be necessary to align the labor cost structure throughout the ABF Freight system to corresponding tonnage levels are limited as ABF Freight strives to maintain customer service. Returning productivity to historical levels is an important priority for the management team at ABF Freight in order to reduce costs and continue to improve customer service levels. The productivity measures in the previous table, including a 0.2% decrease in shipments per DSY hour, a 6.0% decrease in pounds per DSY hour, and a 5.8% decrease in pounds per mile compared to the same prior-year period, reflect the impact of less experienced freight handling personnel which were hired in 2014 to manage increased tonnage levels. These measures were also impacted by a shift in business mix to a higher proportion of LTL-rated shipments than truckload-rated shipments. Dock productivity has improved in recent periods as newer dock employees become more experienced in freight handling. In addition to the ongoing efforts ABF Freight implemented in second quarter 2014 to improve productivity and reduce total labor hours to match available freight levels, better equipment utilization and efforts to improve trailer loadings are expected to directly impact linehaul productivity.

Fuel, supplies, and expenses as a percentage of revenue decreased 3.3% in first quarter 2015 compared to first quarter 2014, primarily due to a 39% decrease in ABF Freight’s average fuel price per gallon, excluding taxes.

Rents and purchased transportation as a percentage of revenue decreased 1.5% for the three months ended March 31, 2015, compared to the same period of 2014. The decrease was attributable to lower rail utilization, a decrease in utilization of other service providers and agents, as previously mentioned, and lower fuel surcharges associated with these purchased transportation services. Rail miles decreased to 13.8% of total linehaul miles for the three months ended March 31, 2015 compared to 14.8% for the same period in 2014. Rental expense for revenue equipment also decreased for the three months ended March 31, 2015, compared to the same prior-year period, reflecting improved equipment management and tractor and trailer purchases made during 2014.

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

Non-Asset-Based Reportable Operating Segments

The operations of our non-asset-based reportable operating segments are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in the Business and Risk Factors sections of our 2014 Annual Report on Form 10-K. The key indicators necessary to understand the operating results of these reportable segments are primarily customer demand for logistics and premium transportation services combined with economic factors which influence the number of shipments or events used to measure changes in business levels. See descriptions of the non-asset-based operating segments in Note J to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

For the three months ended March 31, 2015, the combined revenues of our non-asset-based operating segments increased 16.0% to $183.7 million from $158.4 million for same prior-year period, accounting for approximately 29% and 27% of total revenues before other revenues and intercompany eliminations for the respective periods.

During the first quarter of 2015, we continued to invest in the strategic development of our non-asset-based operating segments with the acquisition of Smart Lines Transportation Group, LLC, a privately-owned truckload brokerage firm. The investments we are making to grow our non-asset-based businesses are part of management’s long-term strategy to ensure we are well equipped to serve the changing marketplace by providing a comprehensive suite of transportation and logistics services.

Premium Logistics (Panther)

Panther revenues totaled $75.3 million and $72.2 million for the three months ended March 31, 2015 and 2014, respectively. The 4.2% increase in revenue was attributable to business from new customers and a higher level of shipments, partially offset by lower revenue per shipment. Panther generated operating income of $1.2 million and $3.4 million for the three months ended March 31, 2015 and 2014, respectively. The operating income decrease is primarily a result of unfavorable casualty and healthcare claims experienced during first quarter 2015, which increased operating expense by a combined $1.5 million over the prior-year period. An increase in available truckload capacity and softer demand for premium expedited services during the three-month period ended March 31, 2015, which has been attributed to fewer supply chain disruptions associated with less severe winter weather and changes in customers’ inventory management, negatively impacted margins compared to those achieved in the strong demand-driven prior-year period. Incremental investments in new personnel and infrastructure also contributed to the decline in operating income. Management anticipates that these investments will positively impact future operating results.

Emergency & Preventative Maintenance (FleetNet)

FleetNet’s revenues totaled $42.5 million and $41.7 million for the three months ended March 31, 2015 and 2014, respectively. The 1.9% revenue growth primarily reflects improved pricing on slightly lower events associated with less severe winter weather experienced during first quarter 2015 compared to first quarter 2014. For the three months ended March 31, 2015, FleetNet’s operating income decreased to $1.2 million from $1.4 million in the same prior-year period due primarily to a $0.4 million increase in healthcare costs.

Transportation Management (ABF Logistics)

ABF Logistics reported revenues of $47.4 million and $29.7 million for the three months ended March 31, 2015 and 2014, respectively. The 59.4% increase in revenues during the three months ended March 31, 2015 compared to the same period of 2014 primarily reflects increased truck brokerage business generated from an expanded customer base. First quarter 2015 also benefited from revenues contributed by the January 2015 Smart Lines Transportation Group, LLC acquisition. ABF Logistics generated operating income of $0.8 million and $0.5 million for the three months ended March 31, 2015 and 2014, respectively. The increase in operating income was attributable to higher revenues in first quarter 2015, although the comparison relative to sales growth for the same period was negatively impacted by lower margins due to increased capacity in the truckload market and higher operating costs related to investments to support business growth, including productivity challenges associated with newly hired personnel. Management expects productivity to improve as personnel gain more experience and benefit from participation in training programs which were implemented in fourth quarter 2014.

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

Household Goods Moving Services (ABF Moving)

ABF Moving revenues totaled $18.6 million and $14.8 million for the three months ended March 31, 2015 and 2014, respectively. The 25.9% revenue increase was primarily attributable to an increase in shipments for the three months ended March 31, 2015, compared to the same period of 2014. Operating loss of $0.4 million reported for the three months ended March 31, 2015 improved from $0.8 million for the same prior-year period, due to the impact of increased first quarter 2015 revenues.

Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”)

As presented in the following table, on a combined basis, the non-asset-based segments generated $6.6 million of EBITDA for the first quarter of 2015 compared to $7.9 million in the first quarter of 2014.

	Three Months Ended March 31
	2015								2014
	Operating			Depreciation					Operating			Depreciation
	Income			and					Income			and
	(Loss)(1)			Amortization		EBITDA			(Loss) (1)			Amortization		EBITDA
	(in thousands)
Premium Logistics (Panther)	$	1,195		$	2,924	$	4,119		$	3,364		$	2,737	$	6,101
Emergency & Preventative Maintenance (FleetNet)	1,170			283		1,453			1,401			174		1,575
Transportation Management (ABF Logistics)	775			284		1,059			535			216		751
Household Goods Moving Services (ABF Moving)	(363		)	350		(13		)	(841		)	349		(492		)
Total non-asset-based segments	$	2,777		$	3,841	$	6,618		$	4,459		$	3,476	$	7,935

(1)The calculation of EBITDA as presented in this table begins with operating income (loss), as other income (costs) and income taxes are reported at the consolidated level and not included in the segment financial information evaluated by management to make operating decisions.

Management believes EBITDA to be relevant and useful information, as EBITDA is a standard measure commonly reported and widely used by analysts, investors, and others to measure financial performance of non-asset-based businesses and the ability to service debt obligations. The EBITDA measure is particularly meaningful in evaluating the results of the Panther segment due to the significant amount of intangible and software amortization impacting the segment’s operating results. However, this financial measure should not be construed as a better measurement than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP. Other companies may calculate EBITDA differently; therefore, our EBITDA may not be comparable to similarly titled measures of other companies.

Seasonality

Our operations are impacted by seasonal fluctuations. Seasonal fluctuations affect tonnage and shipment levels of the ABF Freight and ABF Logistics segments. Earnings of these segments are adversely affected by the impact of inclement weather conditions on freight shipments and operating costs. The second and third calendar quarters of each year usually have the highest tonnage levels, while the first quarter generally has the lowest, although other factors, including the state of the economy, may influence quarterly freight tonnage levels. Seasonal fluctuations are less apparent in the operating results of ABF Logistics than in the industry as a whole because of business growth in the segment.

Expedited shipments of the Panther segment may decline during winter months because of post-holiday slowdowns but can be subject to short-term increases depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the Panther segment, but severe weather events can result in higher demand for expedited services.

Emergency roadside service events of the FleetNet segment are favorably impacted by severe weather conditions that affect commercial vehicle operations.

Business levels of the ABF Moving segment are generally higher in the second and third quarters as the demand for moving services is typically stronger in the summer months.

Effects of Inflation

Generally, inflationary increases in labor and fuel costs as they relate to ABF Freight’s operations have historically been mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences ABF Freight’s ability to obtain increases in base freight rates.

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

In addition, certain nonstandard arrangements with some of ABF Freight’s customers have limited the amount of fuel surcharge recovered. The timing and extent of base price increases on ABF Freight’s revenues may not correspond with contractual increases in wage and benefit rates and other inflationary increases in cost elements and, as a result, could adversely impact our operating results.

In addition, partly as a result of inflationary pressures, ABF Freight’s revenue equipment (tractors and trailers) will very likely be replaced at higher per unit costs, which could result in higher depreciation charges on a per-unit basis. ABF Freight also continues to experience increased costs of operating its revenue equipment, including costs of maintenance and parts. ABF Freight considers these costs in setting its pricing policies, although ABF Freight’s overall freight rate structure is governed by market forces based on value provided to the customer. The pricing environment has been very competitive during recessionary and uncertain economic conditions and, although ABF Freight’s year-over-year base LTL pricing improved during first quarter 2015, the lengthy process required to restore profitable pricing levels has limited ABF Freight’s ability to fully offset inflationary and contractual cost increases.

Generally, inflationary increases in labor and operating costs regarding our non-asset-based reportable segments have historically been offset through price increases. The pricing environment, however, generally becomes more competitive during economic downturns, which may, as it has in the past, affect the ability to obtain price increases from customers.

In addition to general effects of inflation, the motor carrier freight transportation industry faces rising costs related to compliance with government regulations on safety, equipment design and maintenance, driver utilization, and fuel economy.

Current Economic Conditions

Given the economic conditions of recent years and the uncertainties regarding the potential impact on our business, there can be no assurance that our estimates and assumptions regarding the pricing environment and economic conditions, primarily for the ABF Freight and Panther segments, which are made for purposes of impairment tests related to operating assets and deferred tax assets, will prove to be accurate. Panther is evaluated as a separate reporting unit for the impairment assessment of goodwill and intangible assets. If our assumptions regarding forecasted cash flows and revenue and operating income growth rates are revised, it is possible that a goodwill impairment test may result in a material non-cash write-off of a significant portion of Panther’s goodwill and intangible assets, which would have an adverse effect on our financial condition and operating results.

Environmental and Legal Matters

We are subject to federal, state, and local environmental laws and regulations relating to, among other things: emissions control, transportation or handling of hazardous materials, underground and aboveground storage tanks, stormwater pollution prevention, contingency planning for spills of petroleum products, and disposal of waste oil. We may transport or arrange for the transportation of hazardous materials and explosives and we operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination could occur. See Note K to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of the environmental matters to which we are subject and the reserves we currently have recorded in our consolidated financial statements for amounts related to such matters.

We are involved in various legal actions, the majority of which arise in the ordinary course of business. We maintain liability insurance against certain risks arising out of the normal course of our business, subject to certain self-insured retention limits. We routinely establish and review the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows; however, we are currently involved in certain environmental compliance matters and legal proceedings, as further described in Note K to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for which the outcome and related financial impact cannot be determined at this time.

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

Information Technology and Cybersecurity

We depend on the proper functioning and availability of our information systems, including communications and data processing systems, in operating our business. These systems consist of proprietary software programs that are integral to the efficient operation of our business. It is important that the data processed by these systems remain confidential, as it often includes competitive customer information, customer transaction data, employee records, and key financial and operational results and statistics. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations. Certain of our software applications or underlying data are utilized by third parties who provide certain outsourced administrative functions, which may increase the risk of a cybersecurity incident. Our information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, it is not practicable to protect against the possibility of power loss, telecommunications failures, cybersecurity attacks, and other cyber events in every potential circumstance that may arise. To mitigate the potential for such occurrences at our corporate headquarters, we have implemented various systems, including redundant telecommunication facilities; replication of critical data to an offsite location; a fire suppression system to protect our on-site data center; and electrical power protection and generation facilities. We also have a catastrophic disaster recovery plan and alternate processing capability available for our critical data processes in the event of a catastrophe that renders our corporate headquarters unusable.

Our business interruption insurance, which would offset losses up to certain coverage limits in the event of a catastrophe, would not specifically extend to losses arising from a cyber incident. A significant cyber incident, including system failure, security breach, disruption by malware, or other damage, could interrupt or delay our operations, damage our reputation, cause a loss of customers, expose us to a risk of loss or litigation, and/or cause us to incur significant time and expense to remedy such event. We have experienced incidents involving attempted denial of service, malware attacks, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to our business. To date, the systems employed have been effective in identifying these types of events at a point when the impact on our business could be minimized. We have made and continue to make significant financial investments in technologies and processes to mitigate these risks. Management is not aware of any cybersecurity incident that has had a material effect on our operations, although there can be no assurances that a cyber incident that could have a material impact to our operations could not occur.

Liquidity and Capital Resources

Our primary sources of liquidity are unrestricted cash, cash equivalents, and short-term investments, cash generated by operations, and borrowing capacity under our revolving credit facility or accounts receivable securitization program.

Cash Flow and Short-Term Investments

Components of cash and cash equivalents, short-term investments, and restricted cash were as follows:

	March 31		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents(1)	$	166,022	$	157,042
Short-term investments, FDIC-insured certificates of deposit	45,980		45,909
Total unrestricted	212,002		202,951
Restricted cash(2)	1,386		1,386
Total(3)	$	213,388	$	204,337

(1)Cash equivalents consist of money market funds and variable rate demand notes.

(2)Restricted cash represents cash deposits pledged as collateral for outstanding letters of credit in support of workers’ compensation and third-party casualty claims liabilities (see Financing Arrangements in this section of MD&A).

(3)Cash, variable rate demand notes, and certificates of deposit are recorded at cost plus accrued interest, which approximates fair value. Money market funds are recorded at fair value based on quoted prices. Cash and cash equivalents totaling $84.7 million and $77.3 million were not FDIC insured at March 31, 2015 and December 31, 2014, respectively.

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

Unrestricted cash, cash equivalents, and short-term investments increased $9.1 million from December 31, 2014 to March 31, 2015. During the three months ended March 31, 2015, $35.0 million borrowed under the accounts receivable securitization program (further described in the following Financing Arrangements section) and cash provided by operations of $10.9 million were used to fund $15.6 million of capital expenditures net of proceeds from asset sales; repay $7.3 million of long-term debt on capital leases and notes payable; fund the acquisition of a privately-owned business for net cash consideration of $5.2 million; purchase $2.5 million of treasury stock; pay $2.0 million of bank overdrafts (representing checks issued that are later funded when cleared through banks); and pay dividends of $1.6 million on common stock. Cash provided by operating activities during the three months ended March 31, 2015 was $4.7 million above the same prior-year period, primarily due to improved operating performance.

Unrestricted cash, cash equivalents, and short-term investments decreased $9.6 million from December 31, 2013 to March 31, 2014. During the three months ended March 31, 2014, cash provided by operations of $6.2 million and cash, cash equivalents, and short-term investments on hand were used to fund $7.9 million of capital expenditures net of proceeds from asset sales; repay $7.8 million of long-term debt related to the Term Loan (which was refinanced with a revolving credit facility in January 2015 as further described in the following Financing Arrangements section), capital leases, and notes payable; and pay dividends of $0.8 million on common stock.

Financing Arrangements

Our financing arrangements are discussed further in Note E to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Credit Facility

On January 2, 2015, we entered into an agreement with our lenders to amend and restate our credit agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement refinanced the prior $70.0 million outstanding Term Loan with a revolving credit facility (the “Credit Facility”). The Credit Facility, which matures on January 2, 2020, has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows us to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity on January 2, 2020; however, borrowings may be repaid at our discretion in whole or in part at any time without penalty subject to required notice periods and compliance with minimum prepayment amounts.

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility previously discussed in this Financing Arrangements section, we entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Under the agreement, in January 2015, we began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under our Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of March 31, 2015. The fair value of the interest rate swap liability of $1.2 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at March 31, 2015 and December 31, 2014, respectively.

Accounts Receivable Securitization Program

On January 2, 2015, we entered into an amendment to extend the maturity date of our accounts receivable securitization program with PNC Bank until January 2, 2018. On February 1, 2015, we amended and restated the accounts receivable securitization program to increase the amount of cash proceeds provided under the facility from $75.0 million to $100.0 million, with an accordion feature allowing us to request additional borrowings up to an aggregate amount of $25.0 million, subject to certain conditions. Under this program, certain of our subsidiaries continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. In March 2015, we borrowed $35.0 million under the accounts receivable securitization program.

Our accounts receivable securitization program includes a provision under which we may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims

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

liabilities in various states in which we are self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of March 31, 2015, standby letters of credit of $20.0 million have been issued under the program, which reduced the available borrowing capacity to $45.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of March 31, 2015, we had letters of credit outstanding of $22.0 million (including $20.0 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. We have programs in place with multiple surety companies for the issuance of surety bonds in support of our self-insurance program. As of March 31, 2015, surety bonds outstanding related to our self-insurance program totaled $44.7 million.

Notes Payable and Capital Leases

ABF Freight has financed the purchase of certain revenue equipment through promissory note arrangements for which the minimum principal payments are recorded in long-term debt. We have previously financed revenue equipment, real estate, and certain other equipment through capital lease agreements for which the present values of net minimum lease payments are recorded in long-term debt. We did not enter into note payable agreements or capital leases during the three months ended March 31, 2015. We will consider utilizing promissory note and capital lease arrangements to finance future purchases of certain revenue equipment, provided such financing is available and the terms are acceptable to us.

Contractual Obligations

We have purchase obligations consisting of authorizations to purchase and binding agreements with vendors relating to revenue equipment used in the operations of ABF Freight and Panther, other equipment, land and certain construction costs associated with our new corporate headquarters facility, certain service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of March 31, 2015. These purchase obligations totaled $136.9 million as of March 31, 2015, with $126.5 million to be paid within the next year, and $8.8 million and $1.6 million to be paid in the each of the following two-year periods, respectively. Purchase obligations for revenue equipment, other equipment, and costs associated with our new corporate headquarters facility are included in our 2015 capital expenditure plan.

We have a contractual obligation to repay the $35.0 million borrowing on our accounts receivable securitization program that we incurred in March 2015, as previously disclosed in the Financing Arrangements section of Liquidity and Capital Resources. The scheduled maturities of the borrowings under our accounts receivable securitization program, as well as our other long-term debt obligations, as of March 31, 2015 are disclosed in Note E to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

There have been no other material changes in the contractual obligations disclosed in our 2014 Annual Report on Form 10-K during the three months ended March 31, 2015.

For 2015, our total net capital expenditures are estimated to be approximately $200.0 million. The 2015 estimated net capital expenditures include revenue equipment purchases of $110.0 million, primarily related to road and city tractors and trailers for ABF Freight’s operations to replace both existing equipment and local rentals. Expected real estate expenditures totaling approximately $55.0 million are included in the estimate for our previously announced growth initiatives, including construction of a freight service center, call center facilities, and needed office buildings, a portion of which will replace leased space. The remainder of 2015 expected capital expenditures includes costs of other terminal capital expenditures (including dock/yard equipment) and technology across our businesses. We have the flexibility to adjust planned 2015 capital expenditures as business levels dictate. Depreciation and amortization expense is estimated to be in a range of $95.0 million to $100.0 million in 2015.

Based upon currently available actuarial information, we do not expect to have cash outlays for required minimum contributions to our nonunion defined benefit pension plan for 2015 (see Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

ABF Freight contributes to multiemployer health, welfare, and pension plans based generally on the time worked by its contractual employees, as specified in the collective bargaining agreement and other supporting supplemental agreements (see Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

39

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

Other Liquidity Information

Cash, cash equivalents, and short-term investments, including amounts restricted, totaled $213.4 million at March 31, 2015. General economic conditions, along with competitive market factors and the related impact on our business, primarily the tonnage and pricing levels that ABF Freight receives for its services, could affect our ability to generate cash from operations and maintain cash, cash equivalents, and short-term investments on hand as operating costs increase. The amendments to our credit agreement and our accounts receivable securitization program executed in January and February of 2015 have increased the amount and availability of our liquidity, added flexible borrowing and payment options, and extended the maturity dates of our financing facilities. We believe these agreements provide borrowing capacity options necessary for growth of our businesses. We believe existing cash, cash equivalents, short-term investments, cash generated by operations, and amounts available under our Amended and Restated Credit Agreement or accounts receivable securitization program will be sufficient to meet our liquidity needs for the foreseeable future. Notes payable, capital leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us.

We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no assurances in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition and other factors. On May 1, 2015, the Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of May 15, 2015.

We have a program in place to repurchase our common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using cash reserves or other available sources. In February 2015, we used cash on hand to purchase 64,200 shares of our common stock for an aggregate cost of $2.5 million, leaving $15.7 million available for repurchase under the current buyback program.

Financial Instruments

We have not historically entered into financial instruments for trading purposes, nor have we historically engaged in a program for fuel price hedging. No such instruments were outstanding as of March 31, 2015. We have an interest rate swap agreement in place which is discussed in the Financing Arrangements section of Liquidity and Capital Resources.

Balance Sheet Changes

Accounts Payable

Accounts payable increased $11.3 million from December 31, 2014 to March 31, 2015, primarily due to increased business levels in March 2015 compared to December 2014 and the timing of payments.

Accrued Expenses

Accrued expenses decreased $17.9 million from December 31, 2014 to March 31, 2015, primarily due to payments made in first quarter 2015 for accrued compensation recorded at December 31, 2014.

Off-Balance Sheet Arrangements

At March 31, 2015, our off-balance sheet arrangements of $191.9 million included purchase obligations, as previously discussed in the Contractual Obligations section of Liquidity and Capital Resources and future minimum rental commitments, net of noncancelable subleases, under operating lease agreements primarily for ABF Freight’s terminal facilities. We have no investments, loans, or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities, or financial partnerships and have no outstanding loans with executive officers or directors.

40

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

Income Taxes

Our effective tax rate was 18.3% for the three months ended March 31, 2015, compared to an effective tax benefit rate of 42.0% for the three months ended March 31, 2014.  The effective tax rates for the first quarters of 2015 and 2014 reflect benefits of 20.9% and 1.6%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states.

Our U.S. statutory tax rate is 35% and our average state tax rate, net of the associated federal deduction, is approximately 3%. However, various factors may cause the full year 2015 tax rate to vary significantly from the statutory rate.

At March 31, 2015, we had net deferred tax liabilities after valuation allowances of $25.8 million. Valuation allowances for deferred tax assets totaled $0.4 million and $0.3 million at March 31, 2015 and December 31, 2014, respectively. The $0.1 million increase primarily reflects the increase in the allowance relating to foreign net operating loss carryovers.  We evaluated the need for a valuation allowance for deferred tax assets at March 31, 2015 by considering the future reversal of existing taxable temporary differences, future taxable income, taxable income in carryback years, and available tax planning strategies. As of March 31, 2015, deferred tax liabilities which will reverse in future years exceeded deferred tax assets. We had taxable income in 2013 and 2014. Furthermore, in the event that we incur a loss for tax purposes, certain expense components that generate deferred tax assets are eligible for a significantly longer carryback period if we so elect. Because there is sufficient taxable income in the longer carryback period, the assets related to these expense items are expected to be fully realized. The need for additional valuation allowances is continually monitored by management.

Financial reporting income differs significantly from taxable income because of such items as accelerated depreciation for tax purposes, pension accounting rules, and a significant number of liabilities such as vacation pay, workers’ compensation, and other liabilities, which, for tax purposes, are generally deductible only when paid. For the three months ended March 31, 2015, financial reporting income exceeded the income determined under income tax law.  For the three months ended March 31, 2014, the financial reporting loss exceeded the loss determined under income tax rules.

We made $1.1 million of state and foreign tax payments during the three months ended March 31, 2015. Management does not expect the cash outlays for income taxes will materially exceed reported income tax expense for the foreseeable future.

Critical Accounting Policies

The accounting policies that are “critical,” or the most important, to understand our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2014 Annual Report on Form 10-K. There have been no material changes in our critical accounting policies during the three months ended March 31, 2015. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of financial statements. Accounting pronouncements which have been issued but are not yet effective for our financial statements are disclosed in Note A to our consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In May 2014, the Financial Accounting Standards Board issued an accounting pronouncement related to revenue recognition (ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The new standard is currently required to be effective for us on January 1, 2017. We are evaluating the impact of the new standard on our consolidated financial statements.

Management believes that there is no new accounting guidance issued but not yet effective that will impact our critical accounting policies. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on our financial statements, including the accounting for leases. As previously proposed, the lease accounting standard would require many operating leases to be reflected as liabilities with associated right-of-use assets.

41

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

Forward-Looking Statements

Certain statements and information in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would” and similar expressions and the negatives of such terms are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and management’s present expectations or projections. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: costs of continuing investments in technology, a failure of our information systems and the impact of cyber incidents; disruptions or failures of services essential to the operation of our business or the use of information technology platforms in our business; governmental regulations and policies; litigation or claims asserted against us; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans; competitive initiatives, pricing pressures, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates and the inability to collect fuel surcharges; general economic conditions and related shifts in market demand that impact the performance and needs of industries served by our subsidiaries and/or limit our customers’ access to adequate financial resources; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; relationships with employees, including unions, and our ability to attract and retain employees and/or independent owner operators; availability of fuel; default on covenants of financing arrangements and the availability and terms of future financing arrangements; availability and cost of reliable third-party services; increased competition from freight transportation service providers outside the motor carrier freight transportation industry; timing and amount of capital expenditures, increased prices for and decreased availability of new revenue equipment and decreases in value of used revenue equipment; future costs of operating expenses such as maintenance and fuel and related taxes; self-insurance claims and insurance premium costs; environmental laws and regulations, including emissions-control regulations; potential impairment of goodwill and intangible assets; the impact of our brands and corporate reputation; the cost, timing and performance of growth initiatives; the cost, integration and performance of any future acquisitions; weather conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission public filings.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see “Risk Factors” in Part I, Item 1A of our 2014 Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

42

PART I. — continued

FINANCIAL INFORMATION

ARCBEST CORPORATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As disclosed in Part II, Item 7A of the our 2014 Annual Report on Form 10-K, we are subject to interest rate risk due to variable interest rates on the borrowings under our accounts receivable securitization program, which was amended and restated on February 1, 2015 to provide cash proceeds of up to $100.0 million with an accordion feature allowing us to request additional borrowings up to an aggregate amount of $25.0 million, subject to certain conditions. Our accounts receivable securitization program is further described in Financing Arrangements of the Liquidity and Capital Resources section of Management’s Discussion and Analysis (“MD&A”) in Part I, Item 2 of this Quarterly Report on Form 10-Q.

In March 2015, we borrowed $35.0 million under our accounts receivable securitization program. Borrowings under the facility bear interest based on LIBOR, plus a margin, and an annual facility fee, and are considered to be priced at market for debt instruments having similar terms and collateral requirements. We are required to make monthly interest payments, with remaining principal outstanding due upon the maturity of the borrowing in January 2018.

The following table reflects the contractual maturity date and projected interest rates for the $35.0 million borrowing outstanding under the accounts receivable securitization as of March 31, 2015.

	Contractual Maturity Date												March 31
	Year Ended December 31												2015
													Carrying		Fair
	2015			2016			2017			2018(1)			Value		Value
	(in thousands, except interest rates)												(in thousands)
Accounts receivable securitization program	$	—		$	—		$	—		$	35,000		$	35,000	$	35,000
Projected interest rate	1.12		%	1.69		%	2.32		%	2.54		%

(1)Represents principal due and projected interest rate at January 2018 maturity date.

Since December 31, 2014, there have been no other significant changes in the Company’s market risks as reported in the Company’s 2014 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2015.

There were no changes in the Company’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

43

PART II.

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS

For information related to the Company’s legal proceedings, see Note K, Legal Proceedings, Environmental Matters, and Other Events under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

The Company’s risk factors are fully described in the Company’s 2014 Annual Report on Form 10-K. No material changes to the Company’s risk factors have occurred since the Company filed its 2014 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)     Recent sales of unregistered securities.

None.

(b)     Use of proceeds from registered securities.

None.

(c)     Purchases of equity securities by the issuer and affiliated purchasers.

The Company has a program to repurchase $75.0 million of its common stock in the open market or in privately negotiated transactions. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. During the three months ended March 31, 2015, the Company purchased 64,200 shares of its common stock for an aggregate cost of $2.5 million. As of March 31, 2015, the Company has purchased 1,682,350 shares for an aggregate cost of $59.3 million, leaving $15.7 million available for repurchase under the program.

	Total Number of Shares Purchased	Average Price Paid Per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2)
	(in thousands, except share and per share data)
1/1/15 – 1/31/15	—	$	—	—	$	18,185
2/1/15 – 2/28/15	64,200	38.30		64,200	15,726
3/1/15 – 3/31/15	—	—		—	15,726
	64,200	38.30		64,200

(1)Represents the weighted average price paid per common share including commission.

(2)On January 23, 2003, the Company announced that the Board of Directors had authorized a $25.0 million common stock repurchase program. The Board of Directors authorized an additional $50.0 million to the current program on July 28, 2005, for a total of $75.0 million authorized.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

44

PART II. — continued

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 6. EXHIBITS

The following exhibits are filed or furnished with this report or are incorporated by reference to previously filed material:

Exhibit
No.
3.1	Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 under the Securities Act of 1933 filed with the Securities and Exchange Commission (the “Commission”) on March 17, 1992, Commission File No. 33-46483, and incorporated herein by reference).
3.2	Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 30, 2014, Commission File No. 000-19969, and incorporated herein by reference).
3.3	Certificate of Designations of $2.875 Series A Cumulative Convertible Exchangeable Preferred Stock of the Company (previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 24, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.5	Third Amended and Restated Bylaws of the Company dated as of April 22, 2010 (previously filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2010, Commission File No. 000-19969, and incorporated herein by reference).
3.6	First Amendment to the Third Amended and Restated Bylaws of the Company dated as of October 25, 2013 (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 31, 2013, Commission File No. 000-19969, and incorporated herein by reference).
3.7	Second Amendment to the Third Amended and Restated Bylaws of the Company dated as of January 23, 2014 (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 29, 2014, Commission File No. 000-19969, and incorporated herein by reference).
10.1	Amended and Restated Credit Agreement, dated as of January 2, 2015, among ArcBest Corporation and certain of its Subsidiaries from time party thereto, as Borrowers, U.S. Bank National Association, as Administrative Agent, Branch Banking and Trust Company and PNC Bank, National Association, as Syndication Agents, and the Lenders and Issuing Banks party thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 7, 2015, Commission File No. 000-19969, and incorporated herein by reference).
10.2	Third Amendment to the Receivables Loan Agreement, dated as of January 2, 2015, among ABF Freight Funding LLC, ABF Freight System, Inc., and PNC Bank, National Association (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 7, 2015, Commission File No. 000-19969, and incorporated herein by reference).
10.3	Amended and Restated Receivables Loan Agreement dated as of February 1, 2015 by and among ArcBest Funding LLC, as Borrower, ArcBest Corporation, as initial Servicer, PNC Bank, National Association, as Lender, LC Issuer and Agent for the Lender and its assigns and the LC Issuer and its assigns (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 3, 2015, Commission File No. 000-19969, and incorporated herein by reference).

45

PART II. — continued

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 6. EXHIBITS - continued

10.4*#	The ArcBest Long-Term (3-Year) Incentive Compensation Plan and form of award.
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

#Designates a compensation plan or arrangement for directors or executive officers.

*Filed herewith.

**Furnished herewith.

46

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.

	ARCBEST CORPORATION
		(Registrant)
Date:   May 8, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President – Chief Executive Officer
	and Principal Executive Officer
Date:   May 8, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President – Chief Financial Officer
	and Principal Financial Officer

47

EX-10.4

Exhibit 10.4

ArcBest

 Long-Term (3-Year) Incentive Compensation Plan

Pursuant to the ArcBest Corporation (“ArcBest” or “Company”) 2005 Ownership Incentive Plan, the Compensation Committee of the ArcBest Corporation Board of Directors (the “Compensation Committee”) has adopted the “Long-Term Incentive Compensation Plan” (the “Plan”) and has determined that the Plan will include the following components for the three-year period beginning 1/1/[        ] and ending 12/31/[     ]:

ROCE Component	50% weighting
Total Shareholder Return (“TSR”) Component	50% weighting

The ROCE Component weighting and TSR Component weighting are determined by the Compensation Committee for each Measurement Period.

I.Defined Terms

Base Salary. Base Salary for participants other than Executive Officers is defined as total base salary earned plus any amount earned in 2014, but paid in 2015, while an eligible participant in the Plan, for the Measurement Period divided by the number of months in the Measurement Period multiplied by twelve. Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

Base Salary for Executive Officers.   Base Salary for Executive Officers (Executive Officer for this purpose is defined as an employee who, as of the last day of the applicable Plan Year, is covered by the compensation limitations of Code Section 162(m) or the regulations issued thereunder)  is defined as total base salary earned plus any amount earned in 2014, but paid in 2015, while an eligible participant in the Plan, for the Measurement Period divided by the number of months in the Measurement Period multiplied by twelve, but in no event shall the Base Salary for an Executive Officer exceed the monthly base salary for the Executive Officer as most recently approved by the Compensation Committee as of the end of the day on which the Plan is approved for the Measurement Period, multiplied by twelve, multiplied by 200%.  Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

Cause.  Cause shall mean (i) Participant’s gross misconduct or fraud in the performance of Participant’s duties to the Company or any Subsidiary; (ii) Participant’s conviction or guilty plea or pleas of nolo contendere with respect to any felony or act of moral turpitude; (iii) Participant’s engaging in any material act of theft or material misappropriation of Company or any Subsidiary’s property, or (iv) Participant’s material breach of the Company’s Code of Conduct, as such Code may be revised from time to time.

Disability.  Disability shall mean a condition under which the Participant either (A) is unable to engage in any substantial gainful activity by reason of medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (B) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three months under an accident or health plan covering employees of the Company or any Subsidiary.

Good Reason. Good Reason shall mean (i) any material adverse diminution in Participant’s title, duties, or responsibilities; (ii) any reduction in Participant’s base salary or employee benefits (including reducing Participant’s

level of participation or bonus award opportunity in the Company’s or a Subsidiary’s incentive compensation plans) or (iii) a relocation of Participant’s principal place of employment by more than 50 miles without the prior consent of Participant.

Measurement Period.  The Measurement Period is 1/1/[       ] to 12/31/[       ].

Qualified Termination.  Qualified Termination shall mean, within 24 full calendar months after a Change in Control, as defined in the 2005 Ownership Incentive Plan, a participant’s Separation from Service by the Company (or an Affiliate of the Company) without Cause (and not as a result of the Participant’s death or Disability), or by the Participant for Good Reason.

Retirement.  Retirement shall mean Participant’s retirement from active employment at or after age 65 or retirement from the Company or Subsidiary at or after age 55, so long as the Participant has, as of the date of such retirement, at least 10 years of service with the Company or any Subsidiary.

II. Participants

Participants in the Plan (who are not active participants in ArcBest or a Subsidiary’s Supplemental Benefit Plan or Deferred Salary Agreement program or who selected Option 1 for their 12/31/2009 SBP Freeze election) are listed in Appendix C and certain employees may be specifically included or excluded by the Compensation Committee.

An employee may not become a Participant after the end of the 12th month of the Measurement Period.

If an Eligible Participant in the Plan also participates in the ArcBest Corporation 2012 Change in Control Plan, the terms of the ArcBest Corporation 2012 Change in Control Plan shall govern.

III. Corporate Performance Metrics

ROCE Component: The Individual Award Opportunities provided by the ROCE Component are based on (a) achieving certain levels of performance for ArcBest’s consolidated Return on Capital Employed (“ROCE”) and (b) your Target Payout Factor.  The formula below illustrates how your incentive is computed:

Your Incentive Payment = [Performance Factor Earned x Your Target Payout Factor x Your Base Salary x the ROCE Component Weighting].

If your job position changes during the Measurement Period, your Incentive Payment will be prorated based on the Base Salary you receive while you are in an eligible Job Position listed in the Plan, the applicable Performance Factor Earned and Your Target Payout Factor. If you die, are Disabled or Retire as provided for under Section IV of the ROCE Component, your Incentive Payment will be prorated based on the Base Salary you receive from the beginning of the Measurement Period until the applicable date of death, Disability or retirement date.

A. Performance Factor Earned. Performance Factor Earned is shown in Appendix A and depends on the ROCE achieved by ArcBest for the Measurement Period.

B. Target Payout Factor. Your Target Payout Factor is a percentage of your Base Salary.  The Target Payout Factors are listed in Appendix C.

TSR Component: The Individual Award Opportunities provided by the TSR Component are based on (a) the percentile rank of the Company’s Compounded Annual Growth Rate (“CAGR”) of Total Shareholder Return relative to the Peer Companies over the Measurement Period and (b) your Target Payout Factor.  At the end of the

2

Measurement Period, the percentile rank of the Company’s CAGR Total Shareholder Return will be calculated. Any Peer Company that is no longer publicly traded shall be excluded from this calculation. The formula below illustrates how this portion of your incentive is computed:

Your Incentive Payment = [Performance Factor Earned x Your Target Payout Factor x Your Base Salary x TSR Component Weighting].

If your job position changes during the Measurement Period, your Incentive Payment will be prorated based on the Base Salary you receive while you are in an eligible Job Position listed in the Plan, the applicable Performance Factor Earned and Your Target Payout Factor. If you die, are Disabled or Retire as provided for under Section IV of the TSR Component, your Incentive Payment will be prorated based on the Base Salary you receive from the beginning of the Measurement Period until your date of death, Disability or retirement date.

A. Performance Factor Earned.   The Performance Factor Earned is shown in Appendix B and depends on the Company’s Compounded Annual Growth Rate of Total Shareholder Return over the Measurement Period as compared to the Peer Companies.

B. Target Payout Factor. Your Target Payout Factor is a percentage of your Base Salary. The percentage varies for each level of management within the Company.  The Target Payout Factors are listed in Appendix C.

If the performance result falls between two rows on Appendix A or Appendix B, interpolation is used to determine the factor used in the computation of the incentive.

In no event will the Target Payout Factor used to calculate the incentive amount exceed the maximum factor of 85% provided in Appendix C.

The Compensation Committee has established maximum incentive amounts based on a maximum Performance Factor Earned of 200% for the TSR Component and 300% for the ROCE Component subject to the applicable weighting for each component as provided in Appendix A and Appendix B.

The terms of the Long-Term Incentive Compensation Plan — ROCE Component and the Long-Term Incentive Compensation Plan — TSR Component are incorporated into the Plan.

IV. Payment of Award

Payment will be made as soon as practicable following the end of the Measurement Period,  and in any event, no later than 2 ½ months after the end of the Measurement Period.

V. 2005 Ownership Incentive Plan

Defined terms in this Plan shall have the same meaning as in the 2005 Ownership Incentive Plan, except where the context otherwise requires.

No term or provision in this Plan may conflict with any term or provision of the 2005 Ownership Incentive Plan. It is specifically intended that the Plan, ROCE Component and TSR Component be an “Award Agreement” and the incentives paid hereunder be an “Award” under the terms of the 2005 Ownership Incentive Plan.

3

VI. Discretionary Adjustments

Prior to a Change In Control, the Compensation Committee may reduce any Participant’s Final Award if the Compensation Committee determines, in its sole discretion, that events have occurred or facts have become known which would make a reduction appropriate and equitable.

VI. Effect of Termination of Employment; Change in Control

(a)General. Except as provided in subparts (b) or (c), upon a termination of Participant’s employment with the Company or any Subsidiary for any reason prior to the completion of the Measurement Period, the Participant shall not be entitled to any Incentive Payment under the Plan.

(b)Death; Disability; Retirement.  Upon termination of Participant’s employment with the Company or any Subsidiary by reason of Participant’s death, Disability or Retirement (as defined in the Plan), Participant’s Incentive Payment shall be prorated based on the period of participation in the Plan, provided that Participant’s Incentive Payment shall be computed and paid in the normal course of business after the end of the Measurement Period. Provided, however, an employee must have completed at least 12 months of the Measurement Period to be entitled to a Incentive Payment under this Section IV(b).

(c)Change in Control. Upon the occurrence of a Qualified Termination following a Change in Control, Participant shall be entitled to immediate payment of the greater of the following:

(A)   The amount computed under the Plan based on 100% of the Participant’s “Target Payout Factor” in Appendix C using the date of the Change in Control as the end of the Measurement Period, or

(B)   The amount computed under the Plan based on the actual percentage of Performance Factor Earned in Appendix A and Appendix B, calculated as if the Measurement Period ended on the date of the Change in Control and using the Company share price as of the date of the Change in Control to calculate TSR rather than the 60-day average price for the ending of the Measurement Period.

4

LTIP - ROCE Component

The Compensation Committee of the ArcBest Corporation Board of Directors has adopted this ROCE Component of the Plan (“ROCE Component”), including the following Individual Award Opportunities, Performance Measures and Participants for ArcBest Corporation and its subsidiaries for the three-year period beginning 1/1/[     ]and ending 12/31/[     ].

I. Performance Measure

ROCE for ArcBest is calculated as the following ratio for the Measurement Period:

Net Income + After-tax Effect of Interest Expense + After-tax Effect of Imputed Interest Expense + After-tax Effect of Amortization of intangibles and depreciation of the June 15, 2012 cost of Intrans software related to purchase of Panther — After-tax Effect of Income from Cash and Short-term Investments Attributable to the reduction in Avg. Debt

Average Equity + Average Debt + Average Imputed Debt

Divided by 3

“Net Income” for the ROCE calculation is consolidated net income for the Measurement Period determined in accordance with Generally Accepted Accounting Principles after taking into account the Section II Required Adjustments.

“Interest Expense” for the ROCE calculation is (i) interest on all long and short-term indebtedness and other interest bearing obligations and (ii) deferred financing cost amortization and other financing costs, including letters of credit fees for the Measurement Period, reduced by the amount of interest expense on debt not included in Average Debt as defined below.

“Imputed Interest Expense” consists of the interest attributable to Average Imputed Debt assuming an interest rate of 7.5% for the Measurement Period.

“Average Equity” is the average of the beginning of the Measurement Period and the end of the Measurement Period stockholder’s equity.

“Average Debt” is the average of the beginning of the Measurement Period and the end of the Measurement Period current and long-term debt, with beginning of the Measurement Period and end of the Measurement Period current and long-term debt reduced by the respective amount of the beginning of the Measurement Period and end of the Measurement Period total of unrestricted cash, cash equivalents and short-term investments, and limited to a reduction of debt to zero.

“Average Imputed Debt” consists of the average of the beginning of the Measurement Period  and the end of the Measurement Period present value of all payments determined using an interest rate of 7.5% on operating leases of revenue equipment with an initial term of more than two years.

“Amortization of intangibles and depreciation of the June 15, 2012 cost of Intrans software related to purchase of Panther” consists of the amortization and depreciation expense attributable to the June 15, 2012 purchase accounting allocated value of Panther intangible assets and Intrans software and includes any writedown or impairment charge related to those assets.

5

“Income from Cash and Short-term Investments Attributable to the reduction in Average Debt” consists of income earned on the amount by which Average Debt is reduced at the average interest rate earned in cash and short-term investments for the measurement period.

II. Required Adjustments

The following adjustments shall be made when calculating ROCE:

(i)add back the after-tax total long-term incentive compensation accruals during the Measurement Period for any Long-term Incentive Compensation Plan for nonunion employees of ArcBest and any of its Subsidiaries when determining Net Income;

(ii)add back after-tax direct third party expenses associated with an acquisition by ArcBest or any of its Subsidiaries, to the extent the items were added back under the[     ], [     ] and [     ] ArcBest and any of its Subsidiaries Annual Incentive Compensation Plans;

(iii)exclude the operating results (all revenue and expenses) for any business acquired between the beginning of the Measurement Period and the end of the Measurement Period from the calculation of Net Income in the numerator of the ratio for the period from the acquisition date to the next December 31st (operating results of acquired businesses are included thereafter) and exclude any Acquisition Debt attributable to the business acquired (either directly held by the business or incurred to acquire the business) included in the denominator based on the weighted average of the Acquisition Debt for the period for which operating results are excluded from the numerator.

(iv)exclude decreases in Net Income resulting directly from reorganization and restructuring programs for which amounts are publicly disclosed;

(v)exclude increases or decreases in Net Income resulting from an extraordinary, unusual or non-recurring item as described in the Accounting Standards Codification topic(s) as they existed at December 31, 2013 that replaced or were formerly known as Accounting Principles Board Opinion No. 30, as amended or superseded;

(vi)exclude increases or decreases in Net Income resulting from any change in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as Financial Accounting Standards Board (“FASB”) Statement 154, as amended or superseded;

(vii)exclude the effect on ROCE of changes to net income, equity and debt as a result of any change in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as  Accounting Principles Board Opinion No. 30, as amended or superseded;

(viii)exclude any loss from a discontinued operation as described in the Accounting Standards Codification topic(s) as they existed at December 31, 2013, that replaced or were formerly known as FASB 144, as amended or superseded;

(ix)exclude the effect of changes in federal income tax law or regulations affecting reported results during the Measurement Period including increases or decreases in tax rates or the addition or elimination of tax credits. A change for this purpose will be as compared to the laws and regulations in effect on January 1, [     ], without consideration of any retroactive changes in tax law that affect January 1, [     ] tax law;

(x)exclude goodwill impairment charges; and

(xi)exclude after-tax settlement accounting charges incurred that relate to the qualified defined benefit pension plan.

6

LTIP - TSR Component

The Compensation Committee of the ArcBest Corporation Board of Directors has adopted this Total Shareholder Return Component of the Total Plan (“TSR Component”), including the following Individual Award Opportunities, Performance Measures, and Participants for ArcBest Corporation and its subsidiaries for the three-year period beginning 1/1/[     ] and ending 12/31/[     ].

I. Performance Measure

Total Shareholder Return. (“TSR”). Total Shareholder Return with respect to the Company and each Peer Company equals the annualized rate of return reflecting price appreciation between the beginning 60-day average share price (ending December 31 of the year immediately prior to the beginning of the Measurement Period) and the ending 60-day average share price (ending December 31 of the final year of the Measurement Period), adjusted for dividends paid and the compounding effect of dividends paid on reinvested dividends (the calculation assumes that all dividends paid are reinvested). Any Peer Company that is no longer publicly traded shall be excluded from this calculation.

Compounded Annual Growth Rate (“CAGR”). Compounded Annual Growth Rate converts the total return into a value that indicates what the return was on an annual basis for the 3 year period.

Peer Companies. The Peer Companies are the following publicly traded companies:

Company Name	Ticker
Con-way Inc.	CNW
Echo Global Logistics, Inc.	ECHO
Forward Air Corporation	FWRD
Hub Group, Inc.	HUBG
JB Hunt Transport Services, Inc.	JBHT
Landstar System, Inc.	LSTR
Old Dominion Freight Line, Inc.	ODFL
Roadrunner Transportation Systems, Inc.	RRTS
Saia, Inc.	SAIA
Swift Transportation Company	SWFT
Werner Enterprises, Inc.	WERN
XPO Logistics, Inc.	XPO
YRC Worldwide Inc.	YRCW

II. Adjustments

In the event that there is any change in the common stock of the Company or the Peer Companies as the result of any stock dividend on, dividend of or stock split or stock combination of, or any like change in, stock of the same class or in the event of any change in the capital structure of the Company or the Peer Companies all share amounts and the TSR calculation will be adjusted appropriately.

7

Appendix A

[     ]-[     ] LTIP — ROCE Component

	Three-Year Average Return on Capital Employed (“ROCE”)	Performance Factor Earned
	Less than 5%	0	%
Threshold	5%	50	%
Target	10%	100	%
Maximum	15%	300	%
	Greater than 15%	300	%

ROCE Component Weighting: 50%

8

Appendix B

[     ]-[     ] LTIP — TSR Component

	Percentile ranking of the Company’s Compounded Annual Growth Rate TSR relative to Peer Companies over the Measurement Period	Performance Factor Earned
	Below 25th Percentile	0	%
Threshold	25th Percentile	25	%
Target	50th Percentile	100	%
Maximum	75th Percentile	200	%
	Above 75th Percentile	200	%

TSR Component Weighting: 50%

9

Appendix C

LTIP Target Payout Factors

Participants/Job Title	Target Payout Factor
ArcBest — President & CEO	[ ]%
ABF Freight — President ABF Logistics — President	[ ]%
AB Tech — President and ArcBest SVP — CINO ArcBest SVP — Risk & Chief Audit Executive ABF Freight SVP - Operations	[ ]%
ArcBest VP — CFO ArcBest VP — General Counsel & Corporate Secretary ArcBest VP — Enterprise Customer Solutions	[ ]%
ArcBest VP — Controller ArcBest VP — Business Insight & Analytics ArcBest VP — Human Resources AB Tech VP — Business Insight & Analytics AB Tech VP — Chief Technology Officer AB Tech VP — Technology R&D ABF Logistics VP ABF Freight VP — Admin and Treasurer ABF Freight VP — Corporate Sales ABF Freight VP — Industrial Relations ABF Freight VP — Linehaul Operations ABF Freight VP — Maintenance ABF Freight VP — Sales ABF Freight VP — Terminal Operations ABF Freight VP — Yield Management	[ ]%
ArcBest VP — Marketing and Corporate Communications, CMO ArcBest VP — Strategy	[ ]%

10

EX-31.1

EXHIBIT 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Judy R. McReynolds, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of ArcBest Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      May 8, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President – Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David R. Cobb, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of ArcBest Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      May 8, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President – Chief Financial Officer and Principal Financial Officer

EX-32

EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, (the “Report”) by ArcBest Corporation (the “Registrant”), each of the undersigned hereby certifies that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	ARCBEST CORPORATION
		(Registrant)
Date:   May 8, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President – Chief Executive Officer and Principal Executive Officer
	ARCBEST CORPORATION
		(Registrant)
Date:   May 8, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President – Chief Financial Officer
	and Principal Financial Officer

XML

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 3) (USD $)	0 Months Ended	3 Months Ended
	Jan. 02, 2015	Mar. 31, 2015	Dec. 31, 2014	Feb. 01, 2015	Jan. 31, 2015
Financing Arrangements
Amounts collateralized by restricted funds		1,386,000	$ 1,386,000
Interest rate swap agreement
Financing Arrangements
Term of swap agreement	5 years
Notional amount		50,000,000
Fixed interest rate payments (as a percent)		1.85%
Fair value included in other long-term liabilities		1,200,000	600,000
Interest rate swap agreement | LIBOR
Financing Arrangements
Period of reference rate for variable rate receivable		1 month
Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit		22,000,000
Amounts collateralized by restricted funds		1,400,000
Accounts receivable securitization program
Financing Arrangements
Maximum borrowing capacity		100,000,000			75,000,000
Increase in cash proceeds available				25,000,000
Remaining borrowing capacity		45,000,000
Accounts receivable securitization program | Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit		20,000,000
Surety bonds
Financing Arrangements
Outstanding surety bonds under uncollateralized bond programs		44,700,000
Amended and Restated Credit Agreement
Financing Arrangements
Term loan balance refinanced with revolving credit facility	70,000,000
Additional borrowing capacity that may be requested		75,000,000
Amended and Restated Credit Agreement | Credit Facility
Financing Arrangements
Maximum borrowing capacity		150,000,000
Amended and Restated Credit Agreement | Credit Facility | Interest rate swap agreement
Financing Arrangements
Amount of borrowings covered by the interest rate swap		50,000,000
Effective fixed interest rate on hedged borrowings (as a percent)		3.10%
Amended and Restated Credit Agreement | Credit Facility | Letter of Credit Agreements
Financing Arrangements
Maximum borrowing capacity		20,000,000

XML

OPERATING SEGMENT DATA (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
REVENUES
Revenues	$ 613,276	$ 577,904
OPERATING EXPENSES
Salaries, wages, and benefits	306,916	286,801
Rents, purchased transportation, and other costs of services	177,966	164,126
Fuel, supplies, and expenses	75,902	88,774
Depreciation and amortization	22,232	20,453
Other	28,980	26,452
Gain on sale of property and equipment	(310)	(214)
Pension settlement expense	1,119	3,691
Total expenses	611,996	586,606
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	1,280	(8,702)
OTHER INCOME (COSTS)
Interest and dividend income	234	190
Interest and other related financing costs	(1,002)	(808)
Other, net	400	365
TOTAL OTHER COSTS	(368)	(253)
INCOME (LOSS) BEFORE INCOME TAXES	912	(8,955)
Operating Segments | Freight Transportation (ABF Freight)
REVENUES
Revenues	441,207	428,871
OPERATING EXPENSES
Salaries, wages, and benefits	278,371	261,154
Fuel, supplies, and expenses	79,026	90,791
Operating taxes and licenses	11,996	11,493
Insurance	5,785	5,395
Communications and utilities	3,985	4,242
Depreciation and amortization	17,400	16,338
Rents and purchased transportation	41,844	47,420
Gain on sale of property and equipment	(244)	(203)
Pension settlement expense	840	2,890
Other	2,161	1,535
Total expenses	441,164	441,055
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	43	(12,184)
Operating Segments | Premium Logistics (Panther)
REVENUES
Revenues	75,292	72,226
OPERATING EXPENSES
Purchased transportation	56,044	54,573
Depreciation and amortization	2,924	2,737
Salaries, benefits, insurance, and other	15,129	11,552
Total expenses	74,097	68,862
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	1,195	3,364
Operating Segments | Emergency & Preventative Maintenance (FleetNet)
REVENUES
Revenues	42,489	41,699
OPERATING EXPENSES
Total expenses	41,319	40,298
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	1,170	1,401
Operating Segments | Transportation Management (ABF Logistics)
REVENUES
Revenues	47,372	29,717
OPERATING EXPENSES
Total expenses	46,597	29,182
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	775	535
Operating Segments | Household Goods Moving Services (ABF Moving)
REVENUES
Revenues	18,568	14,750
OPERATING EXPENSES
Total expenses	18,931	15,591
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	(363)	(841)
Operating Segments | Non-asset-based segments
OPERATING EXPENSES
Pension settlement expense	100	100
Other and eliminations
REVENUES
Revenues	(11,652)	(9,359)
OPERATING EXPENSES
Pension settlement expense	200	700
Total expenses	(10,112)	(8,382)
OPERATING INCOME (LOSS)
OPERATING INCOME (LOSS)	$ (1,540)	$ (977)

XML

EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Basic, numerator:
NET INCOME (LOSS)	$ 745	$ (5,193)
Effect of unvested restricted stock awards	(19)	(39)
Adjusted net income (loss)	726	(5,232)
Basic, denominator:
Weighted-average shares	26,051,038	25,876,928
Earnings (loss) per common share (in dollars per share)	$ 0.03	$ (0.20)
Diluted, numerator:
NET INCOME (LOSS)	745	(5,193)
Effect of unvested restricted stock awards	(19)	(39)
Adjusted net income (loss)	$ 726	$ (5,232)
Diluted, denominator:
Weighted-average shares	26,051,038	25,876,928
Effect of dilutive securities	537,480
Adjusted weighted-average shares and assumed conversions	26,588,518	25,876,928
Earnings (loss) per common share (in dollars per share)	$ 0.03	$ (0.20)

XML

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 3) (Recurring basis, USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Level 1
Assets and liabilities measured at fair value on a recurring basis
Assets	$ 48,102	$ 44,069
Level 1 | Money market funds
Assets and liabilities measured at fair value on a recurring basis
Assets	46,101	41,101
Level 1 | Voluntary Savings Plan - mutual funds held in trust
Assets and liabilities measured at fair value on a recurring basis
Assets	2,001	2,968
Level 2 | Interest rate swap agreement
Assets and liabilities measured at fair value on a recurring basis
Liabilities	$ 1,175	$ 576

XML

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2015

STOCKHOLDERS' EQUITY

Components of accumulated other comprehensive loss

	March 31			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(30,991	)	$	(30,140	)
Interest rate swap	(1,175		)	(576		)
Foreign currency translation	(1,698		)	(1,216		)
Total	$	(33,864	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(22,907	)	$	(22,387	)
Interest rate swap	(714		)	(350		)
Foreign currency translation	(1,037		)	(742		)
Total	$	(24,658	)	$	(23,479	)

Summary of changes in accumulated other comprehensive loss, net of tax, by component

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive loss before reclassifications	(2,490		)	(1,831		)	(364		)	(295		)
Amounts reclassified from accumulated other comprehensive loss	1,311			1,311			—			—
Net current-period other comprehensive loss	(1,179		)	(520		)	(364		)	(295		)
Balances at March 31, 2015	$	(24,658	)	$	(22,907	)	$	(714	)	$	(1,037	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive loss before reclassifications	(5,333		)	(5,296		)	—			(37		)
Amounts reclassified from accumulated other comprehensive loss	2,579			2,579			—			—
Net current-period other comprehensive loss	(2,754		)	(2,717		)	—			(37		)
Balances at March 31, 2014	$	(17,666	)	$	(17,103	)	$	—		$	(563	)

Summary of the significant reclassifications out of accumulated other comprehensive loss by component

	Three Months Ended March 31
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1) (2)
Amortization of net actuarial loss	$	(1,074	)	$	(577	)
Amortization of prior service credit	47			47
Pension settlement expense	(1,119		)	(3,691		)
Total, pre-tax	(2,146		)	(4,221		)
Tax benefit	835			1,642
Total, net of tax	$	(1,311	)	$	(2,579	)

(1) Amounts in parentheses indicate increases in expense or loss.

(2) These components of accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note F).

Summary of dividends declared

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819

XML

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details 2) (Trademark Infringement, Early stages of litigation, Premium Logistics (Panther), USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Trademark Infringement | Early stages of litigation | Premium Logistics (Panther)
Legal Proceedings
Liability for loss due to litigation	$ 0

XML

STOCKHOLDERS' EQUITY (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Changes in accumulated other comprehensive loss, net of tax, by component
Balances at beginning of the period	$ (23,479)	$ (14,912)
Other comprehensive loss before reclassifications	(2,490)	(5,333)
Amounts reclassified from accumulated other comprehensive loss	1,311	2,579
OTHER COMPREHENSIVE LOSS, net of tax	(1,179)	(2,754)
Balances at end of the period	(24,658)	(17,666)
Unrecognized Net Periodic Benefit Costs
Changes in accumulated other comprehensive loss, net of tax, by component
Balances at beginning of the period	(22,387)	(14,386)
Other comprehensive loss before reclassifications	(1,831)	(5,296)
Amounts reclassified from accumulated other comprehensive loss	1,311	2,579
OTHER COMPREHENSIVE LOSS, net of tax	(520)	(2,717)
Balances at end of the period	(22,907)	(17,103)
Interest Rate Swap
Changes in accumulated other comprehensive loss, net of tax, by component
Balances at beginning of the period	(350)
Other comprehensive loss before reclassifications	(364)
OTHER COMPREHENSIVE LOSS, net of tax	(364)
Balances at end of the period	(714)
Foreign Currency Translation
Changes in accumulated other comprehensive loss, net of tax, by component
Balances at beginning of the period	(742)	(526)
Other comprehensive loss before reclassifications	(295)	(37)
OTHER COMPREHENSIVE LOSS, net of tax	(295)	(37)
Balances at end of the period	$ (1,037)	$ (563)

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Long-term debt obligations
Long-term debt	$ 155,476	$ 127,730
Less current portion	22,639	25,256
Long-term debt, less current portion	132,837	102,474
Payments under long-term debt obligations
Due in one year or less	24,983
Due after one year through two years	21,426
Due after two years through three years	46,366
Due after three years through four years	2,463
Due after four years through five years	71,984
Total payments	167,222
Less amounts representing interest	11,746
Long-term debt	155,476	127,730
Credit Facility
Long-term debt obligations
Long-term debt	70,000
Interest rate (as a percent)	1.40%
Payments under long-term debt obligations
Due in one year or less	1,138
Due after one year through two years	1,603
Due after two years through three years	1,998
Due after three years through four years	2,235
Due after four years through five years	71,790
Total payments	78,764
Less amounts representing interest	8,764
Long-term debt	70,000
Term Loan
Long-term debt obligations
Long-term debt		70,000
Payments under long-term debt obligations
Long-term debt		70,000
Accounts receivable securitization program
Long-term debt obligations
Long-term debt	35,000
Interest rate (as a percent)	1.00%
Payments under long-term debt obligations
Due in one year or less	418
Due after one year through two years	650
Due after two years through three years	35,630
Total payments	36,698
Less amounts representing interest	1,698
Long-term debt	35,000
Notes payable
Long-term debt obligations
Long-term debt	49,547	56,759
Weighted-average interest rate (as a percent)	2.00%
Payments under long-term debt obligations
Due in one year or less	23,213
Due after one year through two years	18,959
Due after two years through three years	8,518
Total payments	50,690
Less amounts representing interest	1,143
Long-term debt	49,547	56,759
Capital lease obligations
Long-term debt obligations
Long-term debt	929	971
Weighted-average interest rate (as a percent)	5.80%
Payments under long-term debt obligations
Due in one year or less	214
Due after one year through two years	214
Due after two years through three years	220
Due after three years through four years	228
Due after four years through five years	194
Total payments	1,070
Less amounts representing interest	141
Long-term debt	$ 929	$ 971

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EARNINGS PER SHARE (Details 2) (Stock awards) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2015
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings (loss) per share (in shares)	0.8
Maximum
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings (loss) per share (in shares)		0.1

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

3 Months Ended

Mar. 31, 2015

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

NOTE A — ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

ArcBest CorporationSM (the “Company”) is the parent holding company of businesses providing freight transportation services and logistics solutions. The Company’s principal operations are conducted through its Freight Transportation (ABF FreightSM) segment, which consists of ABF Freight System, Inc. and certain other subsidiaries. The Company’s other reportable operating segments are Premium Logistics (Panther), Emergency & Preventative Maintenance (FleetNet), Transportation Management (ABF LogisticsSM), and Household Goods Moving Services (ABF MovingSM). References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

ABF Freight represented approximately 71% of the Company’s total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2015. As of March 2015, approximately 78% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3, 2013 wage rate reduction and the August 1, 2013 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

On January 2, 2015, the Company acquired Smart Lines Transportation Group, LLC, a privately-owned truckload brokerage firm, for net cash consideration of $5.2 million. The acquired business is primarily reported in the ABF Logistics operating segment. On April 30, 2014, the Company acquired a privately-owned business which is reported within the FleetNet reporting segment for net cash consideration of $2.6 million. As these acquired businesses are not significant to the Company’s consolidated operating results and financial position, pro forma financial information and the purchase price allocation of acquired assets and liabilities have not been presented. The results of the acquired operations subsequent to the acquisition dates have been included in the accompanying consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2014 Annual Report on Form 10-K and other current filings with the Commission. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent liabilities, and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements and accompanying notes are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued an accounting pronouncement related to revenue recognition (ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The new standard currently requires a January 1, 2017 effective date for the Company. The Company is evaluating the impact of the new standard on the consolidated financial statements.

In August 2014, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 205 with the addition of Presentation of Financial Statements — Going Concern (Subtopic 205-40). The Subtopic requires an entity’s management to assess conditions and events to determine the entity’s ability to continue as a going concern for each annual and interim reporting period for which financial statements are issued or available to be issued. The Subtopic is effective for the annual period ending December 31, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 835 with Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30). The amendment adds the requirement for an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset and to report amortization of the debt issuance costs as interest expense. The Subtopic is effective for the Company beginning January 1, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board also issued an accounting pronouncement to amend ASC Topic 350 with the addition of Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Subtopic 350-40). The amendment adds guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If the cloud computing arrangement does not contain a software license, the agreement should be accounted for as a service contract. The Subtopic is effective for the Company beginning January 1, 2016, and is not expected to have a significant impact on the Company’s financial statement disclosures.

Management believes that there is no other new accounting guidance issued but not yet effective that is relevant to the Company’s current financial statements. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on the Company’s financial statements, including the accounting for leases. As previously proposed, the lease accounting standard would require many operating leases to be reflected as liabilities with associated right-of-use assets.

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STOCKHOLDERS' EQUITY (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Unrecognized net periodic benefit costs:
INCOME (LOSS) BEFORE INCOME TAXES	$ 912	$ (8,955)
Tax benefit	(167)	3,762
NET INCOME (LOSS)	745	(5,193)
Unrecognized Net Periodic Benefit Costs | Amounts Reclassified from Accumulated Other Comprehensive Loss
Unrecognized net periodic benefit costs:
Amortization of net actuarial loss	(1,074)	(577)
Amortization of prior service credit	47	47
Pension settlement expense	(1,119)	(3,691)
INCOME (LOSS) BEFORE INCOME TAXES	(2,146)	(4,221)
Tax benefit	835	1,642
NET INCOME (LOSS)	$ (1,311)	$ (2,579)

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details) (Freight Transportation (ABF Freight))	0 Months Ended	3 Months Ended
	Nov. 03, 2013	Mar. 31, 2015
Organization and description of business
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by ABF Freight		71.00%
Wage rate reduction under collective bargaining agreement upon implementation date (as a percent)	7.00%
Wage rate increase for next three years of collective bargaining agreement (as a percent)	2.00%
Wage rate increase in fifth year of collective bargaining agreement (as a percent)	2.50%
Reduction in compensated vacation under collective bargaining agreement	5 days
Approximate initial reduction in combined total contractual wage and benefit rate under collective bargaining agreement (as a percent)	4.00%
Minimum
Organization and description of business
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent)		2.50%
Maximum
Organization and description of business
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent)		3.00%
Unionized employees concentration risk | Number of employees
Organization and description of business
Percentage of ABF Freight's employees covered under collective bargaining agreement with the IBT		78.00%

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OPERATING SEGMENT DATA (Tables)

3 Months Ended

Mar. 31, 2015

OPERATING SEGMENT DATA

Schedule of reportable operating segment information

	Three Months Ended
	March 31
	2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	441,207		$	428,871
Premium Logistics (Panther)	75,292			72,226
Emergency & Preventative Maintenance (FleetNet)	42,489			41,699
Transportation Management (ABF Logistics)	47,372			29,717
Household Goods Moving Services (ABF Moving)	18,568			14,750
Other and eliminations	(11,652		)	(9,359		)
Total consolidated operating revenues	$	613,276		$	577,904
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	278,371		$	261,154
Fuel, supplies, and expenses	79,026			90,791
Operating taxes and licenses	11,996			11,493
Insurance	5,785			5,395
Communications and utilities	3,985			4,242
Depreciation and amortization	17,400			16,338
Rents and purchased transportation	41,844			47,420
Gain on sale of property and equipment	(244		)	(203		)
Pension settlement expense(1)	840			2,890
Other	2,161			1,535
Total Freight Transportation (ABF Freight)	441,164			441,055
Premium Logistics (Panther)
Purchased transportation	56,044			54,573
Depreciation and amortization(2)	2,924			2,737
Salaries, benefits, insurance, and other	15,129			11,552
Total Premium Logistics (Panther)	74,097			68,862
Emergency & Preventative Maintenance (FleetNet)	41,319			40,298
Transportation Management (ABF Logistics)	46,597			29,182
Household Goods Moving Services (ABF Moving)	18,931			15,591
Other and eliminations(1)	(10,112		)	(8,382		)
Total consolidated operating expenses(1)	$	611,996		$	586,606
OPERATING INCOME (LOSS)
Freight Transportation (ABF Freight)	$	43		$	(12,184	)
Premium Logistics (Panther)	1,195			3,364
Emergency & Preventative Maintenance (FleetNet)	1,170			1,401
Transportation Management (ABF Logistics)	775			535
Household Goods Moving Services (ABF Moving)	(363		)	(841		)
Other and eliminations	(1,540		)	(977		)
Total consolidated operating income (loss)	$	1,280		$	(8,702	)
OTHER INCOME (COSTS)
Interest and dividend income	$	234		$	190
Interest and other related financing costs	(1,002		)	(808		)
Other, net	400			365
Total other costs	(368		)	(253		)
INCOME (LOSS) BEFORE INCOME TAXES	$	912		$	(8,955	)

(1) Pension settlement expense totaled $1.1 million (pre-tax) and $3.7 million (pre-tax) on a consolidated basis for the three months ended March 31, 2015 and 2014, respectively.  For the three months ended March 31, 2015, pre-tax pension settlement expense of $0.8 million was reported by ABF Freight, $0.2 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments. For the three months ended March 31, 2014, pre-tax pension settlement expense of $2.9 million was reported by ABF Freight, $0.7 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments.

(2) Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software.

The following table presents operating expenses by category on a consolidated basis

	Three Months Ended
	March 31
	2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	306,916	$	286,801
Rents, purchased transportation, and other costs of services	177,966		164,126
Fuel, supplies, and expenses	75,902		88,774
Depreciation and amortization	22,232		20,453
Other	28,980		26,452
	$	611,996	$	586,606

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STOCKHOLDERS' EQUITY (Details 4) (USD $)	0 Months Ended	3 Months Ended		1 Months Ended
	May 01, 2015	Mar. 31, 2015	Mar. 31, 2014	Feb. 28, 2015	Dec. 31, 2014
Dividends on Common Stock
Dividends declared (in dollars per share)	$ 0.06	$ 0.06	$ 0.03
Dividend Amount		$ 1,584,000	$ 819,000
Treasury Stock
Aggregate cost of shares repurchased during the period		2,459,000
Stock Repurchase Program
Treasury Stock
Number of shares repurchased to date					1,618,150
Aggregate cost of shares repurchased to date					56,800,000
Number of shares repurchased during the period				64,200
Aggregate cost of shares repurchased during the period				2,500,000
Amount available for repurchase under the current buyback program		$ 15,700,000

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended	0 Months Ended
	Mar. 31, 2015	Jan. 02, 2015	Apr. 30, 2014
Acquisitions
Net cash consideration	$ 5,170
Smart Lines Transportation Group | Transportation Management (ABF Logistics)
Acquisitions
Net cash consideration		5,200
Acquired privately-owned businesses | Emergency & Preventative Maintenance (FleetNet)
Acquisitions
Net cash consideration			$ 2,600

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Fair value disclosure
Cash and cash equivalents	$ 166,022,000	$ 157,042,000	$ 95,728,000	$ 105,354,000
Short-term investments	45,980,000	45,909,000
Restricted cash	1,386,000	1,386,000
Concentrations of Credit Risk of Financial Instruments
Cash and cash equivalents which are not FDIC-insured	84,700,000	77,300,000
Fair value disclosure
Fair value disclosure
Cash and cash equivalents	166,022,000	157,042,000
Fair value disclosure | Cash deposits
Fair value disclosure
Cash and cash equivalents	103,579,000	99,615,000
Restricted cash	1,386,000	1,386,000
Fair value disclosure | Variable rate demand notes
Fair value disclosure
Cash and cash equivalents	16,342,000	16,326,000
Fair value disclosure | Money market funds
Fair value disclosure
Cash and cash equivalents	46,101,000	41,101,000
Fair value disclosure | Certificates of deposit
Fair value disclosure
Short-term investments	$ 45,980,000	$ 45,909,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
OPERATING ACTIVITIES
NET INCOME (LOSS)	$ 745	$ (5,193)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	21,084	19,410
Amortization of intangibles	1,148	1,043
Pension settlement expense	1,119	3,691
Share-based compensation expense	1,647	1,568
Provision for losses on accounts receivable	312	84
Deferred income tax provision (benefit)	1,507	(3,493)
Gain on sale of property and equipment	(310)	(214)
Changes in operating assets and liabilities:
Receivables	(902)	(19,268)
Prepaid expenses	(1,689)	(3,163)
Other assets	456	(1,710)
Income taxes	(2,426)	(3,610)
Accounts payable, accrued expenses, and other liabilities	(11,759)	17,065
NET CASH PROVIDED BY OPERATING ACTIVITIES	10,932	6,210
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(16,546)	(8,654)
Proceeds from sale of property and equipment	977	746
Business acquisition, net of cash acquired	(5,170)
Capitalization of internally developed software	(2,087)	(1,879)
NET CASH USED IN INVESTING ACTIVITIES	(22,826)	(9,787)
FINANCING ACTIVITIES
Borrowings under credit facilities	70,000
Borrowings under accounts receivable securitization program	35,000
Payments on long-term debt	(77,254)	(7,765)
Net change in bank overdraft and drafts payable	(2,005)	1,399
Deferred financing costs	(824)
Payment of common stock dividends	(1,584)	(819)
Purchase of treasury stock	(2,459)
Proceeds from the exercise of stock options		1,136
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	20,874	(6,049)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	8,980	(9,626)
Cash and cash equivalents at beginning of period	157,042	105,354
CASH AND CASH EQUIVALENTS AT END OF PERIOD	166,022	95,728
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	$ 163	$ 102

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Fair value disclosure
Debt obligations	$ 155,476	$ 127,730
Carrying value
Fair value disclosure
Debt obligations	154,547	126,759
Fair value disclosure
Fair value disclosure
Debt obligations	154,565	126,743
Credit Facility
Fair value disclosure
Debt obligations	70,000
Credit Facility | Carrying value
Fair value disclosure
Debt obligations	70,000
Credit Facility | Fair value disclosure
Fair value disclosure
Debt obligations	70,000
Term Loan
Fair value disclosure
Debt obligations		70,000
Term Loan | Carrying value
Fair value disclosure
Debt obligations		70,000
Term Loan | Fair value disclosure
Fair value disclosure
Debt obligations		70,000
Accounts receivable securitization program
Fair value disclosure
Debt obligations	35,000
Accounts receivable securitization program | Carrying value
Fair value disclosure
Debt obligations	35,000
Accounts receivable securitization program | Fair value disclosure
Fair value disclosure
Debt obligations	35,000
Notes payable
Fair value disclosure
Debt obligations	49,547	56,759
Notes payable | Carrying value
Fair value disclosure
Debt obligations	49,547	56,759
Notes payable | Fair value disclosure
Fair value disclosure
Debt obligations	$ 49,565	$ 56,743

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jan. 31, 2014 person	Jan. 01, 2014	Jan. 01, 2015	Dec. 31, 2014
Components of net periodic benefit cost
Pension settlement expense	$ 1,119,000	$ 3,691,000
Pension settlement expense, net of tax	684,000	2,255,000
Multiemployer pension plans | Freight Transportation (ABF Freight)
Multiemployer Plans
Number of multiemployer plans to which ABF Freight currently contributes	25
Maximum projected time to insolvency for plans in "critical and declining" status	14 years
Maximum projected time to insolvency for plans in "critical and declining" status if additional criteria apply	19 years
Threshold ratio of inactive to active participants for greater insolvency period to determine "critical and declining" status	2
Threshold funded percentage for greater insolvency period to determine "critical and declining" status	80.00%
Multiemployer pension plans | Central States Pension Plan | Freight Transportation (ABF Freight)
Multiemployer Plans
Approximate proportion of multiemployer pension plan contributions made to Central States Pension Fund (as a percent)	50.00%
Actuarially certified funded percentage of multiemployer pension plan				48.40%
Nonunion Defined Benefit Pension Plan
Components of net periodic benefit cost
Interest cost	1,320,000	1,720,000
Expected return on plan assets	(2,402,000)	(2,831,000)
Pension settlement expense	1,119,000	3,691,000
Amortization of net actuarial loss	821,000	498,000
Net periodic benefit cost	858,000	3,078,000
Number of plan participants for which vested pension benefits were settled			375
Premium paid to purchase nonparticipating annuity contract			25,400,000
Lump-sum distributions	7,600,000	14,100,000
Pension settlement expense, net of tax	700,000	2,300,000
Amortization period for unrecognized net actuarial loss	8 years
Change in projected benefit obligation
Projected benefit obligation at the beginning of the period	174,410,000
Interest cost	1,320,000	1,720,000
Actuarial loss	4,171,000
Benefits paid	(7,665,000)
Projected benefit obligation at the end of the period	172,236,000
Change in plan assets
Fair value of plan assets at beginning of period	158,265,000
Actual return on plan assets	3,577,000
Employer contributions	50,000
Benefits paid	(7,665,000)
Fair value of plan assets at end of period	154,227,000
Funded status	(18,009,000)
Accumulated benefit obligation	172,236,000
Discount rate (as a percent)	3.00%					3.20%
Adjusted funding target attainment percentage					108.10%
Supplemental Benefit Plan
Components of net periodic benefit cost
Interest cost	31,000	49,000
Amortization of net actuarial loss	40,000	56,000
Net periodic benefit cost	71,000	105,000
Change in projected benefit obligation
Interest cost	31,000	49,000
Postretirement Health Benefit Plan
Components of net periodic benefit cost
Service cost	101,000	70,000
Interest cost	228,000	197,000
Amortization of prior service credit	(47,000)	(47,000)
Amortization of net actuarial loss	213,000	23,000
Net periodic benefit cost	495,000	243,000
Change in projected benefit obligation
Interest cost	$ 228,000	$ 197,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 166,022	$ 157,042
Short-term investments	45,980	45,909
Restricted cash	1,386	1,386
Accounts receivable, less allowances (2015 - $5,653; 2014 - $5,731)	230,715	228,056
Other accounts receivable, less allowances (2015 - $1,489; 2014 - $1,701)	6,289	6,582
Prepaid expenses	22,599	20,906
Deferred income taxes	38,468	40,220
Prepaid and refundable income taxes	12,657	9,920
Other	4,907	4,968
TOTAL CURRENT ASSETS	529,023	514,989
PROPERTY, PLANT AND EQUIPMENT
Land and structures	264,740	251,836
Revenue equipment	628,136	633,455
Service, office, and other equipment	135,156	136,145
Software	119,431	116,112
Leasehold improvements	24,496	24,377
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS	1,171,959	1,161,925
Less allowances for depreciation and amortization	766,217	752,075
PROPERTY, PLANT AND EQUIPMENT, net	405,742	409,850
GOODWILL	80,696	77,078
INTANGIBLE ASSETS, net	72,862	72,809
OTHER ASSETS	53,376	52,896
TOTAL ASSETS	1,141,699	1,127,622
CURRENT LIABILITIES
Bank overdraft and drafts payable	14,299	16,095
Accounts payable	115,566	104,230
Income taxes payable	257	527
Accrued expenses	176,737	194,674
Current portion of long-term debt	22,639	25,256
TOTAL CURRENT LIABILITIES	329,498	340,782
LONG-TERM DEBT, less current portion	132,837	102,474
PENSION AND POSTRETIREMENT LIABILITIES	44,448	42,418
OTHER LIABILITIES	12,740	16,667
DEFERRED INCOME TAXES	64,245	64,398
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2015: 27,739,223 shares; 2014: 27,722,010 shares	277	277
Additional paid-in capital	304,570	303,045
Retained earnings	337,971	338,810
Treasury stock, at cost, 2015: 1,742,132 shares; 2014: 1,677,932 shares	(60,229)	(57,770)
Accumulated other comprehensive loss	(24,658)	(23,479)
TOTAL STOCKHOLDERS' EQUITY	557,931	560,883
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,141,699	$ 1,127,622

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SHARE-BASED COMPENSATION (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Share-based compensation
Number of shares authorized	3.1
Restricted Stock Units
Award activity
Outstanding at the beginning of the period (in shares)	1,368,880
Granted (in shares)	5,400
Vested (in shares)	(24,600)
Forfeited (in shares)	(7,200)
Outstanding at the end of the period (in shares)	1,342,480
Weighted-Average Grant Date Fair Value
Granted (in dollars per share)	$ 38.68

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net actuarial loss, tax	$ (1,166)	$ (3,372)
Pension settlement expense, tax	435	1,436
Amortization of unrecognized net periodic benefit costs, tax	400	206
Change in unrealized loss on interest rate swap, tax	(235)
Change in foreign currency translation, tax	$ (187)	$ (24)

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GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Finite-lived intangible assets
Weighted Average Amortization Period	13 years
Cost	$ 49,674,000		$ 48,474,000
Accumulated Amortization	11,934,000		10,787,000
Net Value	37,740,000		37,687,000
Indefinite-lived intangible assets
Net Value	35,122,000		35,122,000
Total intangible assets
Cost	84,796,000		83,596,000
Net Value	72,862,000		72,809,000
Amortization expense on intangible assets
Intangible amortization expense	1,148,000	1,043,000
Minimum
Amortization expense on intangible assets
Annual amortization expense on intangible assets expected for the full years 2015 through 2019	3,000,000
Maximum
Amortization expense on intangible assets
Annual amortization expense on intangible assets expected for the full years 2015 through 2019	4,000,000
Trade name
Indefinite-lived intangible assets
Net Value	32,300,000		32,300,000
Other
Indefinite-lived intangible assets
Net Value	2,822,000		2,822,000
Customer relationships
Finite-lived intangible assets
Weighted Average Amortization Period	14 years
Cost	45,442,000		44,242,000
Accumulated Amortization	8,813,000		7,971,000
Net Value	36,629,000		36,271,000
Driver network
Finite-lived intangible assets
Weighted Average Amortization Period	3 years
Cost	3,200,000		3,200,000
Accumulated Amortization	2,978,000		2,711,000
Net Value	222,000		489,000
Other
Finite-lived intangible assets
Weighted Average Amortization Period	8 years
Cost	1,032,000		1,032,000
Accumulated Amortization	143,000		105,000
Net Value	$ 889,000		$ 927,000

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GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2015

GOODWILL AND INTANGIBLE ASSETS

Schedule of goodwill by reportable operating segment

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	3,618		—		—		2,914		—		704
Balances March 31, 2015	$	80,696	$	71,096	$	5,352	$	2,914	$	630	$	704

(1) Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of March 31, 2015.

Schedule of intangible assets

	Weighted
	Average	March 31, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	45,442	$	8,813	$	36,629	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		2,978		222		3,200		2,711		489
Other	8	1,032		143		889		1,032		105		927
	13	49,674		11,934		37,740		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,796	$	11,934	$	72,862	$	83,596	$	10,787	$	72,809

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
INCOME TAXES
Statutory federal tax rate (as a percent)	35.00%
State tax, low end of range of rate (as a percent)	6.00%
State tax, high end of range of rate (as a percent)	6.50%
Effective tax (benefit) rate (as a percent)	18.30%	(42.00%)
Benefit from reduced state deferred tax liabilities reflecting enactment of lower tax rates in some states (as a percent)	20.90%	1.60%
Federal, state, and foreign income taxes paid	$ 1.1	$ 5.4
Federal and state income tax refunds received		$ 2.0

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2015

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Summary of the components of net periodic benefit cost

	Three Months Ended March 31
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	101		$	70
Interest cost	1,320			1,720			31		49		228			197
Expected return on plan assets	(2,402		)	(2,831		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(47		)	(47		)
Pension settlement expense	1,119			3,691			—		—		—			—
Amortization of net actuarial loss	821			498			40		56		213			23
Net periodic benefit cost	$	858		$	3,078		$	71	$	105	$	495		$	243

Schedule of changes in the PBO and plan assets of the nonunion defined benefit pension plan

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	1,320
Actuarial loss(1)	4,171
Benefits paid	(7,665		)
Projected benefit obligation at March 31, 2015	172,236
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,577
Employer contributions	50
Benefits paid	(7,665		)
Fair value of plan assets at March 31, 2015	154,227
Funded status at March 31, 2015(2)	$	(18,009	)
Accumulated benefit obligation	$	172,236

(1) Net actuarial loss from remeasurement upon settlement was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement at March 31, 2015 was 3.0% compared to a rate of 3.2% as of the December 31, 2014 measurement date.

(2) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2015.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
Balances at Dec. 31, 2014	$ 277	$ 303,045	$ 338,810	$ (57,770)	$ (23,479)	$ 560,883
Balances (in shares) at Dec. 31, 2014	27,722,000			1,678,000
Increase (Decrease) in Stockholders' Equity
Net income			745			745
Other comprehensive loss, net of tax					(1,179)	(1,179)
Issuance of common stock under share-based compensation plans (in shares)	17,000
Tax effect of share-based compensation plans		(122)				(122)
Share-based compensation expense		1,647				1,647
Purchase of treasury stock				(2,459)		(2,459)
Purchase of treasury stock (in shares)				64,000
Dividends declared on common stock			(1,584)			(1,584)
Balances at Mar. 31, 2015	$ 277	$ 304,570	$ 337,971	$ (60,229)	$ (24,658)	$ 557,931
Balances (in shares) at Mar. 31, 2015	27,739,000			1,742,000

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 5,653	$ 5,731
Other accounts receivable, allowances (in dollars)	$ 1,489	$ 1,701
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	70,000,000	70,000,000
Common stock, issued shares	27,739,223	27,722,010
Treasury stock, at cost, shares	1,742,132	1,677,932

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2015

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE I — EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings(loss) per share:

	Three Months Ended
	March 31
	2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)
Diluted
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Effect of dilutive securities	537,480			—
Adjusted weighted-average shares and assumed conversions	26,588,518			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)

Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock units, which are considered participating securities. For the three months ended March 31, 2015, outstanding stock awards of less than 0.1 million were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing earnings per share. For the three months ended March 31, 2014, outstanding stock awards of 0.8 million were not included in the diluted loss per share calculation because their inclusion would have the effect of decreasing the loss per share.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 01, 2015
Document and Entity Information
Entity Registrant Name	ARCBEST CORP /DE/
Entity Central Index Key	0000894405
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		26,006,935
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

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OPERATING SEGMENT DATA

3 Months Ended

Mar. 31, 2015

OPERATING SEGMENT DATA

OPERATING SEGMENT DATA

NOTE J — OPERATING SEGMENT DATA

The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses operating revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations.

The Company’s reportable operating segments are impacted by seasonal fluctuations, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year.

The Company’s reportable operating segments are as follows:

· Freight Transportation (ABF Freight), the Company’s principal operating segment, includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The operations of ABF Freight include, national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. Revenue and expense for freight transportation related to consumer household goods self-move services provided by ABF Freight are reported in the ABF Freight segment and certain support costs related to these services are allocated to ABF Freight from the ABF Moving segment.

ABF Freight is impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results. Earnings of the ABF Freight segment are adversely affected by the impact of inclement weather conditions on freight shipments and operating costs. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly tonnage levels.

· Premium Logistics (Panther) provides expedited freight transportation services to commercial and government customers and offers premium logistics services that involve the rapid deployment of highly specialized equipment to meet extremely specific linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through its premium logistics and global freight forwarding businesses, Panther offers domestic and international freight transportation with air, ocean, and ground service offerings. The segment provides services to the ABF Freight and ABF Logistics segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation.

Panther’s operations are influenced by seasonal fluctuations that impact customers’ supply chains and the resulting demand for expedited services. Expedited shipments may decline during winter months because of post-holiday slowdowns but can be subject to short-term increases, depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers, but severe weather events can result in higher demand for expedited services.

· Emergency & Preventative Maintenance (FleetNet) includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the ABF Freight and Panther segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation.

Emergency roadside service events of the FleetNet segment are favorably impacted by severe weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be influenced by seasonal variations in service event volume.

· Transportation Management (ABF Logistics) includes the results of operations of the Company’s businesses which provide freight brokerage and intermodal transportation services, worldwide ocean shipping solutions, and transportation and warehouse management services.

The industries and markets served by ABF Logistics are impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results of the segment. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly business levels. However, seasonal fluctuations are less apparent in the operating results of ABF Logistics than in the industry as a whole because of business growth in the segment.

· Household Goods Moving Services (ABF Moving) includes the results of operations of the Company’s subsidiaries that provide transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. Certain costs incurred by ABF Moving in support of consumer self-move services provided by ABF Freight are allocated to the ABF Freight segment. Revenue and expense associated with these intersegment allocations are eliminated in consolidation.

Operating results for ABF Moving are impacted by the state of the national economy, including housing, unemployment, and U.S. mobility, as well as decisions made by the U.S. military which affect personnel moves. Operations of the segment are also impacted by seasonal fluctuations, resulting in higher business levels in the second and third quarters as the demand for moving services is typically higher in the summer months.

The Company’s other business activities and operating segments that are not reportable include ArcBest Corporation and certain other subsidiaries. Certain costs incurred by the parent holding company are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segments is before intersegment eliminations of revenues and expenses.

Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant.

The following table reflects reportable operating segment information for the three months ended March 31:

	Three Months Ended
	March 31
	2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	441,207		$	428,871
Premium Logistics (Panther)	75,292			72,226
Emergency & Preventative Maintenance (FleetNet)	42,489			41,699
Transportation Management (ABF Logistics)	47,372			29,717
Household Goods Moving Services (ABF Moving)	18,568			14,750
Other and eliminations	(11,652		)	(9,359		)
Total consolidated operating revenues	$	613,276		$	577,904
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	278,371		$	261,154
Fuel, supplies, and expenses	79,026			90,791
Operating taxes and licenses	11,996			11,493
Insurance	5,785			5,395
Communications and utilities	3,985			4,242
Depreciation and amortization	17,400			16,338
Rents and purchased transportation	41,844			47,420
Gain on sale of property and equipment	(244		)	(203		)
Pension settlement expense(1)	840			2,890
Other	2,161			1,535
Total Freight Transportation (ABF Freight)	441,164			441,055
Premium Logistics (Panther)
Purchased transportation	56,044			54,573
Depreciation and amortization(2)	2,924			2,737
Salaries, benefits, insurance, and other	15,129			11,552
Total Premium Logistics (Panther)	74,097			68,862
Emergency & Preventative Maintenance (FleetNet)	41,319			40,298
Transportation Management (ABF Logistics)	46,597			29,182
Household Goods Moving Services (ABF Moving)	18,931			15,591
Other and eliminations(1)	(10,112		)	(8,382		)
Total consolidated operating expenses(1)	$	611,996		$	586,606
OPERATING INCOME (LOSS)
Freight Transportation (ABF Freight)	$	43		$	(12,184	)
Premium Logistics (Panther)	1,195			3,364
Emergency & Preventative Maintenance (FleetNet)	1,170			1,401
Transportation Management (ABF Logistics)	775			535
Household Goods Moving Services (ABF Moving)	(363		)	(841		)
Other and eliminations	(1,540		)	(977		)
Total consolidated operating income (loss)	$	1,280		$	(8,702	)
OTHER INCOME (COSTS)
Interest and dividend income	$	234		$	190
Interest and other related financing costs	(1,002		)	(808		)
Other, net	400			365
Total other costs	(368		)	(253		)
INCOME (LOSS) BEFORE INCOME TAXES	$	912		$	(8,955	)

(1) Pension settlement expense totaled $1.1 million (pre-tax) and $3.7 million (pre-tax) on a consolidated basis for the three months ended March 31, 2015 and 2014, respectively.  For the three months ended March 31, 2015, pre-tax pension settlement expense of $0.8 million was reported by ABF Freight, $0.2 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments. For the three months ended March 31, 2014, pre-tax pension settlement expense of $2.9 million was reported by ABF Freight, $0.7 million was reported in Other and eliminations, and $0.1 million was reported by the non-asset-based segments.

(2) Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software.

The following table presents operating expenses by category on a consolidated basis for the three months ended March 31:

	Three Months Ended
	March 31
	2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	306,916	$	286,801
Rents, purchased transportation, and other costs of services	177,966		164,126
Fuel, supplies, and expenses	75,902		88,774
Depreciation and amortization	22,232		20,453
Other	28,980		26,452
	$	611,996	$	586,606

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended
	May 01, 2015	Mar. 31, 2015	Mar. 31, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES		$ 613,276	$ 577,904
OPERATING EXPENSES		611,996	586,606
OPERATING INCOME (LOSS)		1,280	(8,702)
OTHER INCOME (COSTS)
Interest and dividend income		234	190
Interest and other related financing costs		(1,002)	(808)
Other, net		400	365
TOTAL OTHER COSTS		(368)	(253)
INCOME (LOSS) BEFORE INCOME TAXES		912	(8,955)
INCOME TAX PROVISION (BENEFIT)		167	(3,762)
NET INCOME (LOSS)		$ 745	$ (5,193)
EARNINGS (LOSS) PER COMMON SHARE
Basic (in dollars per share)		$ 0.03	$ (0.20)
Diluted (in dollars per share)		$ 0.03	$ (0.20)
AVERAGE COMMON SHARES OUTSTANDING
Basic (in shares)		26,051,038	25,876,928
Diluted (in shares)		26,588,518	25,876,928
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share)	$ 0.06	$ 0.06	$ 0.03

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INCOME TAXES

3 Months Ended

Mar. 31, 2015

INCOME TAXES

INCOME TAXES

NOTE D — INCOME TAXES

The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate for the three months ended March 31, 2015 was 18.3%.  The effective tax benefit rate for the three months ended March 31, 2014 was 42.0%. The tax rates for the first quarter of 2015 and 2014 reflect a benefit of 20.9% and 1.6%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states.

In addition to the adjustments to deferred tax liabilities for state tax rate changes, for the first three months of 2015 and 2014, the difference between the Company’s effective tax rate and the federal statutory rate primarily results from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, and, for the first quarter of 2014, changes in valuation allowances for deferred tax assets.

As of March 31, 2015, the Company’s deferred tax liabilities which will reverse in future years exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at March 31, 2015 and concluded that, other than for certain deferred tax assets related to foreign net operating loss carryforwards, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies.

During the three months ended March 31, 2015, the Company paid state and foreign income taxes of $1.1 million. During the three months ended March 31, 2014, the Company received refunds of $2.0 million of federal and state income taxes that were paid in prior years, primarily from loss carrybacks, and the Company paid federal, state, and foreign income taxes of $5.4 million.

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GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2015

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

NOTE C — GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill by reportable operating segment consisted of the following:

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	3,618		—		—		2,914		—		704
Balances March 31, 2015	$	80,696	$	71,096	$	5,352	$	2,914	$	630	$	704

(1) Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of March 31, 2015.

Intangible assets consisted of the following as of March 31, 2015 and December 31, 2014:

	Weighted
	Average	March 31, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	45,442	$	8,813	$	36,629	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		2,978		222		3,200		2,711		489
Other	8	1,032		143		889		1,032		105		927
	13	49,674		11,934		37,740		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,796	$	11,934	$	72,862	$	83,596	$	10,787	$	72,809

Amortization expense on intangible assets totaled $1.1 million and $1.0 million for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3.0 million and $4.0 million per year for the years ending December 31, 2015 through 2019.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2015

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Schedule of long-term debt

	March 31		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at March 31, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at March 31, 2015)	35,000		—
Notes payable (weighted average interest rate of 2.0% at March 31, 2015)	49,547		56,759
Capital lease obligations (weighted average interest rate of 5.8% at March 31, 2015)	929		971
	155,476		127,730
Less current portion	22,639		25,256
Long-term debt, less current portion	$	132,837	$	102,474

(1) The Term Loan was converted to the Credit Facility on January 2, 2015.

Scheduled maturities of long-term debt obligations

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	24,983	$	1,138	$	418	$	23,213	$	214
Due after one year through two years	21,426		1,603		650		18,959		214
Due after two years through three years	46,366		1,998		35,630		8,518		220
Due after three years through four years	2,463		2,235		—		—		228
Due after four years through five years	71,984		71,790		—		—		194
Total payments	167,222		78,764		36,698		50,690		1,070
Less amounts representing interest	11,746		8,764		1,698		1,143		141
Long-term debt	$	155,476	$	70,000	$	35,000	$	49,547	$	929

(1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin.

(2) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.

Schedule of assets securing notes payable or held under capital leases

	March 31		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	86,076	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	256		255
Total assets securing notes payable or held under capital leases	88,126		90,640
Less accumulated depreciation and amortization(1)	28,876		26,305
Net assets securing notes payable or held under capital leases	$	59,250	$	64,335

(1) Amortization of assets under capital leases and depreciation of assets securing notes payable are included in depreciation expense.

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

3 Months Ended

Mar. 31, 2015

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

NOTE K — LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows; however, the Company is currently involved in certain environmental compliance matters and legal proceedings, as further described below, for which the outcome and related financial impact cannot be determined at this time.

Environmental Matters

The Company’s subsidiaries store fuel for use in tractors and trucks in 63 underground tanks located in 19 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.

The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.

Certain ABF Freight branch facilities operate with storm water permits under the federal Clean Water Act (the “CWA”). The storm water permits require periodic monitoring and reporting of storm water sampling results and establish maximum levels of certain contaminants that may be contained in such samples. ABF Freight received, in late March 2014, a sixty-day Notice of Intent to Sue under the provisions of the CWA from a citizens group alleging multiple violations since 2009 by ABF Freight of the requirements of a storm water permit in force at the ABF Freight branch located in Kent, Washington. On July 6, 2014, the citizens group filed suit against ABF Freight in the United States District Court in Seattle, Washington seeking to collect fines and obtain injunctive relief for the alleged violations. ABF Freight intends to vigorously defend against the claims in this matter. Due to the nature of the materials in the runoff samples taken at the site by Company representatives, it is unlikely that this matter will result in any requirement for remediation of contaminants. The litigation is in the very early stages and it is not possible to determine the likelihood of loss or the amount of any penalties which might be assessed against ABF Freight. Therefore, no liability has been established at March 31, 2015 in connection with this matter.

ABF Freight received a similar Notice of Intent to Sue from another citizens group in December 2014 alleging CWA violations at its Brooklyn, New York branch. During the investigation of the allegations contained in the Notice of Intent to Sue, it was determined that the operations at the Brooklyn site were being conducted in a manner protected from storm water and, as a result, the site qualified for exemption from the permitting requirements of the Clean Water Act under a procedure known as “no exposure certification” (“NEC”). In December 2014, ABF Freight made an NEC filing with the New York State Department of Environmental Conservation covering the Brooklyn facility. During first quarter 2015, the citizens group filed suit against ABF Freight in the United States District Court for the Eastern District of New York asserting the violations of the CWA that were identified in the Notice of Intent to Sue and contesting the validity of the NEC filing. The lawsuit is in the early stages and it is not possible to assess potential damages or make an assessment of the probability of future losses at this time. Therefore, no liability has been established at March 31, 2015 in connection with this matter.

At March 31, 2015 and December 31, 2014, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.9 million and $0.8 million, respectively. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Legal Proceedings

Trademark Infringement

On December 23, 2014, Jaguar Land Rover Limited filed suit against Panther in the Northern District of Ohio under various causes of action, collectively falling under a trademark infringement claim. Panther believes the claim is without merit and will vigorously defend itself against this claim. The litigation process is in the very early stages; therefore, it is not possible to determine the likelihood of loss or the amount of any damages that could be assessed against Panther in this matter. Therefore, no liability has been established in connection with this matter as of March 31, 2015.

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2015

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE G — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

	March 31			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(30,991	)	$	(30,140	)
Interest rate swap	(1,175		)	(576		)
Foreign currency translation	(1,698		)	(1,216		)
Total	$	(33,864	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(22,907	)	$	(22,387	)
Interest rate swap	(714		)	(350		)
Foreign currency translation	(1,037		)	(742		)
Total	$	(24,658	)	$	(23,479	)

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the three months ended March 31, 2015 and 2014:

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive loss before reclassifications	(2,490		)	(1,831		)	(364		)	(295		)
Amounts reclassified from accumulated other comprehensive loss	1,311			1,311			—			—
Net current-period other comprehensive loss	(1,179		)	(520		)	(364		)	(295		)
Balances at March 31, 2015	$	(24,658	)	$	(22,907	)	$	(714	)	$	(1,037	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive loss before reclassifications	(5,333		)	(5,296		)	—			(37		)
Amounts reclassified from accumulated other comprehensive loss	2,579			2,579			—			—
Net current-period other comprehensive loss	(2,754		)	(2,717		)	—			(37		)
Balances at March 31, 2014	$	(17,666	)	$	(17,103	)	$	—		$	(563	)

The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component  for the three months ended March 31:

	Three Months Ended March 31
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1) (2)
Amortization of net actuarial loss	$	(1,074	)	$	(577	)
Amortization of prior service credit	47			47
Pension settlement expense	(1,119		)	(3,691		)
Total, pre-tax	(2,146		)	(4,221		)
Tax benefit	835			1,642
Total, net of tax	$	(1,311	)	$	(2,579	)

(1) Amounts in parentheses indicate increases in expense or loss.

(2) These components of accumulated other comprehensive loss are included in the computation of net periodic pension cost (see Note F).

Dividends on Common Stock

The following table is a summary of dividends declared during the applicable quarter:

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819

On May 1, 2015, the Company’s Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of May 15, 2015.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. As of December 31, 2014, the Company had purchased 1,618,150 shares for an aggregate cost of $56.8 million. In February 2015, the Company purchased 64,200 shares of its common stock for an aggregate cost of $2.5 million, leaving $15.7 million available for repurchase under the current buyback program.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS

3 Months Ended

Mar. 31, 2015

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE E — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility and accounts receivable securitization program (both of which are further described in Financing Arrangements within this Note) and notes payable and capital lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in ABF Freight’s operations), real estate, and certain other equipment as follows:

	March 31		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at March 31, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at March 31, 2015)	35,000		—
Notes payable (weighted average interest rate of 2.0% at March 31, 2015)	49,547		56,759
Capital lease obligations (weighted average interest rate of 5.8% at March 31, 2015)	929		971
	155,476		127,730
Less current portion	22,639		25,256
Long-term debt, less current portion	$	132,837	$	102,474

(1) The Term Loan was converted to the Credit Facility on January 2, 2015.

Scheduled maturities of long-term debt obligations as of March 31, 2015 were as follows:

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	24,983	$	1,138	$	418	$	23,213	$	214
Due after one year through two years	21,426		1,603		650		18,959		214
Due after two years through three years	46,366		1,998		35,630		8,518		220
Due after three years through four years	2,463		2,235		—		—		228
Due after four years through five years	71,984		71,790		—		—		194
Total payments	167,222		78,764		36,698		50,690		1,070
Less amounts representing interest	11,746		8,764		1,698		1,143		141
Long-term debt	$	155,476	$	70,000	$	35,000	$	49,547	$	929

(1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin.

(2) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.

Assets securing notes payable or held under capital leases were included in property, plant and equipment as follows:

	March 31		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	86,076	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	256		255
Total assets securing notes payable or held under capital leases	88,126		90,640
Less accumulated depreciation and amortization(1)	28,876		26,305
Net assets securing notes payable or held under capital leases	$	59,250	$	64,335

(1) Amortization of assets under capital leases and depreciation of assets securing notes payable are included in depreciation expense.

Financing Arrangements

Credit Facility

On January 2, 2015, the Company and its lenders entered into an agreement to amend and restate the Company’s credit agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement refinanced the $70.0 million Term Loan, which was outstanding under the credit agreement at December 31, 2014, with a revolving credit facility (the “Credit Facility”). The Credit Facility has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows the Company to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity on January 2, 2020; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Amended and Restated Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Amended and Restated Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Amended and Restated Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s adjusted leverage ratio (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. The Company was in compliance with the covenants under the Amended and Restated Credit Agreement at March 31, 2015.

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility, the Company entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Effective January 2, 2015, the Company began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of March 31, 2015. The fair value of the interest rate swap of $1.2 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at March 31, 2015 and December 31, 2014, respectively. At March 31, 2015, the unrealized loss on the interest rate swap instrument was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity, and the change in the unrealized loss on the interest rate swap for the three months ended March 31, 2015 was reported in other comprehensive loss, net of tax, in the consolidated statement of comprehensive income. The interest rate swap is subject to certain customary provisions that could allow the counterparty to request immediate payment of the fair value liability upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at March 31, 2015.

Accounts Receivable Securitization Program

On January 2, 2015, the Company entered into an amendment to extend the maturity date of its accounts receivable securitization program with PNC Bank until January 2, 2018.  On February 1, 2015, the Company amended and restated the accounts receivable securitization program to increase the amount of cash proceeds provided under the facility from $75.0 million to $100.0 million, with an accordion feature allowing the Company to request additional borrowings up to an aggregate amount of $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of March 31, 2015, $35.0 million was borrowed under the accounts receivable securitization program. As of March 31, 2015, the Company was in compliance with the covenants under the accounts receivable securitization program.

The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of March 31, 2015, standby letters of credit of $20.0 million have been issued under the program, which reduced the available borrowing capacity to $45.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of March 31, 2015, the Company had letters of credit outstanding of $22.0 million (including $20.0 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of March 31, 2015, surety bonds outstanding related to the self-insurance program totaled $44.7 million.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Mar. 31, 2015

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

NOTE F — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans

The following is a summary of the components of net periodic benefit cost:

	Three Months Ended March 31
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	101		$	70
Interest cost	1,320			1,720			31		49		228			197
Expected return on plan assets	(2,402		)	(2,831		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(47		)	(47		)
Pension settlement expense	1,119			3,691			—		—		—			—
Amortization of net actuarial loss	821			498			40		56		213			23
Net periodic benefit cost	$	858		$	3,078		$	71	$	105	$	495		$	243

Nonunion Defined Benefit Pension Plan

The Company’s nonunion defined benefit pension plan covers substantially all noncontractual employees hired before January 1, 2006. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who are active employees of the Company became eligible for the discretionary defined contribution feature of the Company’s nonunion defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate.

In consideration of the freeze of the accrual of benefits, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. The nonparticipating annuity contract purchase amount of $25.4 million plus first quarter 2014 lump-sum benefit distributions of $14.1 million exceeded the projected annual interest costs of the plan for 2014; therefore, the Company recognized pension settlement expense as a component of net periodic benefit cost of $3.7 million (pre-tax), or $2.3 million (after-tax), during the three months ended March 31, 2014.

For the three months ended March 31, 2015, the Company recognized pension settlement expense as a component of net periodic benefit cost of $1.1 million (pre-tax), or $0.7 million (after-tax), related to first quarter 2015 lump-sum distributions of $7.6 million, because total annual lump-sum benefit distributions from the plan are projected to exceed the total annual interest cost of the plan. When pension settlement expense is recognized, a corresponding reduction in the unrecognized net actuarial loss of the nonunion defined benefit pension plan is recorded. The remaining pre-tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2015.

The following table discloses the changes in the PBO and plan assets of the nonunion defined benefit pension plan for the three months ended March 31, 2015:

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	1,320
Actuarial loss(1)	4,171
Benefits paid	(7,665		)
Projected benefit obligation at March 31, 2015	172,236
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,577
Employer contributions	50
Benefits paid	(7,665		)
Fair value of plan assets at March 31, 2015	154,227
Funded status at March 31, 2015(2)	$	(18,009	)
Accumulated benefit obligation	$	172,236

(1) Net actuarial loss from remeasurement upon settlement was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rate used to remeasure the PBO upon settlement at March 31, 2015 was 3.0% compared to a rate of 3.2% as of the December 31, 2014 measurement date.

(2) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2015.

Based upon currently available actuarial information, the Company does not expect to have cash outlays for required minimum contributions to its nonunion defined benefit pension plan in 2015. The plan had an adjusted funding target attainment percentage (“AFTAP”) of 108.1% as of the January 1, 2015 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes.

Multiemployer Plans

ABF Freight contributes to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid.

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the Multiemployer Pension Reform Act of 2014 (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty Corporation for the suspension of certain benefits. Any actions taken by trustees of multiemployer pension plans under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under the ABF NMFA. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees. Approximately one half of ABF Freight’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 48.4% as of January 1, 2014. ABF Freight received an Actuarial Status Certification for the Central States Pension Plan dated March 31, 2015, in which the plan’s actuary certified that, as of January 1, 2015, the plan was in critical and declining status, as defined by the Reform Act. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime in the current plan year or during the next 14 plan years, or during the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%.

The multiemployer plan administrators have provided to the Company no other significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2014 Annual Report on Form 10-K. ABF Freight has not received notification of any plan reorganization or plan insolvency. If ABF Freight was to completely withdraw from certain multiemployer pension plans, under current law, the Company would have material liabilities for its share of the unfunded vested liabilities of each such plan. However, ABF Freight currently has no intention to withdraw from any such plan, which withdrawal generally would have to be effected through collective bargaining.

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2015

SHARE-BASED COMPENSATION.

SHARE-BASED COMPENSATION

NOTE H — SHARE-BASED COMPENSATION

Stock Awards

As of March 31, 2015, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan, as amended, provides for the granting of 3.1 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights (“SARs”), restricted stock, or restricted stock units.

Restricted Stock Units

A summary of the Company’s restricted stock unit award program is presented below:

	Units
Outstanding — January 1, 2015	1,368,880
Granted	5,400
Vested	(24,600	)
Forfeited	(7,200	)
Outstanding — March 31, 2015	1,342,480

The restricted stock units granted during the period had a weighted-average grant date fair value of $38.68 per share.

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GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Goodwill by reportable operating segment
Balance at the beginning of the period	$ 77,078
Goodwill acquired	3,618
Balance at the end of the period	80,696
Premium Logistics (Panther)
Goodwill by reportable operating segment
Balance at the beginning of the period		71,096
Balance at the end of the period	71,096	71,096
Household Goods Moving Services (ABF Moving)
Goodwill by reportable operating segment
Balance at the beginning of the period		5,352
Balance at the end of the period	5,352	5,352
Transportation Management (ABF Logistics)
Goodwill by reportable operating segment
Goodwill acquired	2,914
Balance at the end of the period	2,914
Emergency & Preventative Maintenance (FleetNet)
Goodwill by reportable operating segment
Balance at the beginning of the period		630
Balance at the end of the period	630	630
Other
Goodwill by reportable operating segment
Goodwill acquired	704
Balance at the end of the period	$ 704

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2015

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Schedule of financial instruments and the methods and assumptions used in estimating fair value disclosures

	March 31		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	103,579	$	99,615
Variable rate demand notes(1)(2)	16,342		16,326
Money market funds(3)	46,101		41,101
Total cash and cash equivalents	$	166,022	$	157,042
Short-term investments
Certificates of deposit(1)	$	45,980	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,386	$	1,386

(1) Recorded at cost plus accrued interest, which approximates fair value.

(2) Amounts may be redeemed on a daily basis with the original issuer.

(3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note).

(4) Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note E).

Schedule of financial instruments disclosed at fair value

	March 31				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	49,547		49,565		56,759		56,743
	$	154,547	$	154,565	$	126,759	$	126,743

(1) The revolving credit facility under the Company’s Amended and Restated Credit Agreement (the “Credit Facility”), which was entered into in January 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(2) The Term Loan, which was entered into on June 15, 2012 and converted to borrowings under the Credit Facility on January 2, 2015, carried a variable interest rate based on LIBOR, plus a margin, that was considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(3) Borrowings under the Company’s accounts receivable securitization program, which was entered into in February 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(4) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

Schedule of financial assets and liabilities measured at fair value on a recurring basis

	March 31		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	46,101	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,001		2,968
	$	48,102	$	44,069
Liabilities:
Interest rate swap(4)	$	1,175	$	576

(1) Included in cash and cash equivalents.

(2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3) Fair value measured using quoted prices of identical assets in active markets (Level 1 of the fair value hierarchy).

(4) The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at March 31, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2015

SHARE-BASED COMPENSATION.

Summary of the Company's restricted stock unit award program

	Units
Outstanding — January 1, 2015	1,368,880
Granted	5,400
Vested	(24,600	)
Forfeited	(7,200	)
Outstanding — March 31, 2015	1,342,480

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 state tank	Dec. 31, 2014
Underground fuel storage tanks
Environmental Matters
Number of underground tanks where the company's subsidiaries store fuel for use in tractors and trucks	63
Number of states in which underground tanks are located	19
Clean Water Act | Freight Transportation (ABF Freight)
Environmental Matters
Reserve for environmental contingencies	0
Environmental cleanup costs
Environmental Matters
Reserve for environmental contingencies	0.9	$ 0.8

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STOCKHOLDERS' EQUITY (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Loss
Total pre-tax amount	$ (33,864)	$ (31,932)
Total after-tax amount	(24,658)	(23,479)	(17,666)	(14,912)
Unrecognized Net Periodic Benefit Costs
Accumulated Other Comprehensive Loss
Total pre-tax amount	(30,991)	(30,140)
Total after-tax amount	(22,907)	(22,387)	(17,103)	(14,386)
Interest Rate Swap
Accumulated Other Comprehensive Loss
Total pre-tax amount	(1,175)	(576)
Total after-tax amount	(714)	(350)
Foreign Currency Translation
Accumulated Other Comprehensive Loss
Total pre-tax amount	(1,698)	(1,216)
Total after-tax amount	$ (1,037)	$ (742)	$ (563)	$ (526)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME (LOSS)	$ 745	$ (5,193)
Pension and other postretirement benefit plans:
Net actuarial loss, net of tax of: (2015 - $1,166; 2014 - $3,372)	(1,831)	(5,296)
Pension settlement expense, net of tax of: (2015 - $435; 2014 - $1,436)	684	2,255
Amortization of unrecognized net periodic benefit costs, net of tax of: (2015 - $400; 2014 - $206):
Net actuarial loss	656	353
Prior service credit	(29)	(29)
Interest rate swap and foreign currency translation:
Change in unrealized loss on interest rate swap, net of tax of: (2015 - $235)	(364)
Change in foreign currency translation, net of tax of: (2015 - $187; 2014 - $24)	(295)	(37)
OTHER COMPREHENSIVE LOSS, net of tax	(1,179)	(2,754)
TOTAL COMPREHENSIVE LOSS	$ (434)	$ (7,947)

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2015

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents, short-term investments, and restricted cash:

	March 31		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	103,579	$	99,615
Variable rate demand notes(1)(2)	16,342		16,326
Money market funds(3)	46,101		41,101
Total cash and cash equivalents	$	166,022	$	157,042
Short-term investments
Certificates of deposit(1)	$	45,980	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,386	$	1,386

(1) Recorded at cost plus accrued interest, which approximates fair value.

(2) Amounts may be redeemed on a daily basis with the original issuer.

(3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note).

(4) Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note E).

The Company’s financial instruments in other long-term assets are presented in the table of financial assets and liabilities measured at fair value within this Note.

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year.  However, certain cash deposits and certificates of deposit may exceed federally insured limits. Cash and cash equivalents totaling $84.7 million and $77.3 million were not FDIC insured at March 31, 2015 and December 31, 2014, respectively.

Fair Value Disclosure of Financial Instruments

Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable:

· Level 1 — Quoted prices for identical assets and liabilities in active markets.

· Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

· Level 3 — Unobservable inputs (Company’s market assumptions) that are significant to the valuation model.

Fair value and carrying value disclosures of financial instruments are presented in the following table:

	March 31				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	49,547		49,565		56,759		56,743
	$	154,547	$	154,565	$	126,759	$	126,743

(1) The revolving credit facility under the Company’s Amended and Restated Credit Agreement (the “Credit Facility”), which was entered into in January 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(2) The Term Loan, which was entered into on June 15, 2012 and converted to borrowings under the Credit Facility on January 2, 2015, carried a variable interest rate based on LIBOR, plus a margin, that was considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(3) Borrowings under the Company’s accounts receivable securitization program, which was entered into in February 2015, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

(4) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the assets and liabilities that are measured at fair value on a recurring basis.

	March 31		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	46,101	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,001		2,968
	$	48,102	$	44,069
Liabilities:
Interest rate swap(4)	$	1,175	$	576

(1) Included in cash and cash equivalents.

(2) Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third-party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

(3) Fair value measured using quoted prices of identical assets in active markets (Level 1 of the fair value hierarchy).

(4) The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at March 31, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2015

EARNINGS PER SHARE

Schedule of computation of basic and diluted earnings (loss) per share

	Three Months Ended
	March 31
	2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)
Diluted
Numerator:
Net income (loss)	$	745		$	(5,193	)
Effect of unvested restricted stock unit awards	(19		)	(39		)
Adjusted net income (loss)	$	726		$	(5,232	)
Denominator:
Weighted-average shares	26,051,038			25,876,928
Effect of dilutive securities	537,480			—
Adjusted weighted-average shares and assumed conversions	26,588,518			25,876,928
Earnings (loss) per common share	$	0.03		$	(0.20	)

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 2) (Secured notes payable and capital leases, USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Financing Arrangements
Total assets securitizing notes payable or held under capital leases	$ 88,126	$ 90,640
Less accumulated amortization	28,876	26,305
Net assets securitizing notes payable or held under capital leases	59,250	64,335
Revenue equipment
Financing Arrangements
Total assets securitizing notes payable or held under capital leases	86,076	88,591
Land and structures (terminals)
Financing Arrangements
Total assets securitizing notes payable or held under capital leases	1,794	1,794
Service, office, and other equipment
Financing Arrangements
Total assets securitizing notes payable or held under capital leases	$ 256	$ 255

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2015

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

New accounting pronouncement

In May 2014, the Financial Accounting Standards Board issued an accounting pronouncement related to revenue recognition (ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The new standard currently requires a January 1, 2017 effective date for the Company. The Company is evaluating the impact of the new standard on the consolidated financial statements.

In August 2014, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 205 with the addition of Presentation of Financial Statements — Going Concern (Subtopic 205-40). The Subtopic requires an entity’s management to assess conditions and events to determine the entity’s ability to continue as a going concern for each annual and interim reporting period for which financial statements are issued or available to be issued. The Subtopic is effective for the annual period ending December 31, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board issued an accounting pronouncement to amend ASC Topic 835 with Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30). The amendment adds the requirement for an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset and to report amortization of the debt issuance costs as interest expense. The Subtopic is effective for the Company beginning January 1, 2016 and is not expected to have a significant impact on the Company’s financial statement disclosures.

In April 2015, the Financial Accounting Standards Board also issued an accounting pronouncement to amend ASC Topic 350 with the addition of Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Subtopic 350-40). The amendment adds guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If the cloud computing arrangement does not contain a software license, the agreement should be accounted for as a service contract. The Subtopic is effective for the Company beginning January 1, 2016, and is not expected to have a significant impact on the Company’s financial statement disclosures.

Management believes that there is no other new accounting guidance issued but not yet effective that is relevant to the Company’s current financial statements. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on the Company’s financial statements, including the accounting for leases. As previously proposed, the lease accounting standard would require many operating leases to be reflected as liabilities with associated right-of-use assets.