8-K

June 30

UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549-1004

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 1, 2018  (November 1, 2018)

ARCBESTCORPORATION

 (Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

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

the registrant's principal executive offices)

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

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 1, 2018, ArcBest®  (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited third quarter 2018 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Additional supplemental and other information to be used in connection with the scheduled conference call to discuss the third quarter results is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures and ratios and other information utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing the Company’s core operating performance and provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing ArcBest’s performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect ArcBest’s core operating performance.

The press release in Exhibit 99.1 and the supplemental and other information in Exhibit 99.2 include certain non-GAAP information. Certain information discussed in the scheduled conference call could also be considered non-GAAP measures. Reconciliations of the non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.1 herein, including reconciliations of GAAP earnings and earnings per share to non-GAAP financial measures, reconciliations of GAAP to non-GAAP effective tax rates, and calculations of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), net revenue and net revenue margin.

Management believes EBITDA and 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. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in ArcBest’s credit agreement. Management uses net revenue and net revenue margin as key performance measures of the ArcBest segment, which primarily sources transportation services from third-party providers. Other companies may calculate EBITDA, Adjusted EBITDA, net revenue and net revenue margin differently; therefore, ArcBest’s calculation of EBITDA, Adjusted EBITDA, net revenue and net revenue margin may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, ArcBest’s reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

99.1Press release of ArcBest dated November 1, 2018

99.2Supplemental and other information

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:	November 1, 2018	/s/ Michael R. Johns
		Michael R. Johns
		Vice President – General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

Investor Relations Contact: David Humphrey	Media Contact: Kathy Fieweger
Title: Vice President – Investor Relations	Phone: 479-719-4358
Phone: 479-785-6200	Email: kfieweger@arcb.com
Email: dhumphrey@arcb.com

ArcBest® Announces Third Quarter 2018  Results

· Third quarter 2018 revenue of $826.2 million, and net income of $40.8 million, or $1.52 per diluted share.  On a non-GAAP1 basis, third quarter 2018 net income was $38.6 million, or $1.44 per diluted share, a 151 percent improvement over third quarter 2017.

· Third quarter Asset-Based revenue increase and operating income improvement associated with tonnage growth and greater pricing yields. 

· Asset-Light net revenue increase resulting in improved profitability.  

FORT SMITH, Arkansas, November 1, 2018 — ArcBest® (Nasdaq: ARCB), a leading logistics company with creative problem solvers who deliver integrated solutions, today reported third quarter 2018 revenue of $826.2 million compared to third quarter 2017 revenue of $744.3 million.  This represented another record level of quarterly consolidated revenue for ArcBest.   Third quarter 2018 operating income was $56.1 million compared to operating income of $26.7 million in the same quarter last year.  Net income was $40.8 million, or $1.52 per diluted share compared to third quarter 2017 net income of $14.8 million, or $0.56 per diluted share.  

Excluding certain items in both periods, as identified in the attached reconciliation tables, non-GAAP operating income was $54.2 million in third quarter 2018 compared to third quarter 2017 operating income of $27.3 million.    On a non-GAAP basis, net income was $38.6 million, or $1.44 per diluted share, in third quarter 2018 compared to third quarter 2017 net income of $15.4 million, or $0.58 per diluted share.     

“I am proud of our team for producing the third consecutive quarter of very positive results this year at ArcBest as we collaborate across the organization to provide customers the best solutions to their supply chain needs,” said Chairman, President and CEO Judy R. McReynolds. “Our sales, yield and operations teams – supported by significant technology investments we have made over the last several years – are doing an excellent job helping our customers navigate the industry capacity shortage while ensuring that ArcBest receives the appropriate value for our services. Significantly, our asset-based business reported its best third quarter operating ratio since 2006, and we experienced a strong net revenue improvement in our asset-light business.”

1. U.S. Generally Accepted Accounting Principles

1

Asset-Based

Results of Operations

Third Quarter 2018 Versus Third Quarter 2017

· Revenue of $585.3 million compared to $517.4 million,  a per-day increase of 12.2 percent.

· Tonnage per day increase of 1.6 percent.

· Shipments per day decrease of 1.0 percent.

· Total billed revenue per hundredweight increased 10.1 percent and was positively impacted by higher fuel surcharges.  Excluding fuel surcharge, the percentage increase on ArcBest’s Asset-Based LTL freight was in the high-single digits.

· Operating income of $50.2 million and an operating ratio of 91.4 percent compared to third quarter 2017 operating income of $23.7 million and an operating ratio of 95.4 percent.   

Third quarter results in ArcBest’s Asset-Based business reflect continued strength in account pricing and the benefits of careful cost management in the midst of a steady freight environment. The strong improvement in both revenue per hundredweight and revenue per shipment versus the same period last year was driven by the benefits of pricing initiatives implemented throughout the year and an increase in fuel surcharge.  Increases in average shipment size and average length of haul were additional factors positively impacting revenue per shipment.  The rise in freight tonnage handled throughout the ABF Freight network reversed a trend seen in the first half of the year and contributed to improvement in several key productivity metrics, thus resulting in cost efficiencies and improved operating income.  Though the number of average daily Asset-Based shipments handled in the recent third quarter was slightly below the same period last year, the year-over-year change in this business metric has continually improved throughout each quarter of this year.                     

Asset-Light‡

Results of Operations

Third Quarter 2018 Versus Third Quarter 2017

· Revenue of $255.9 million compared to $235.3 million, a per-day increase of 7.9 percent.

· Operating income of $11.1 million compared to operating income of $8.8 million. On a non-GAAP basis, operating income of $9.1 million compared to $8.6 million.

· Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $14.9 million compared to Adjusted EBITDA of $12.0 million.

Compared to last year’s third quarter, total revenue growth in the Asset-Light ArcBest segment was the result of increased revenue per shipment associated with higher market rates, somewhat offset by a reduction in total shipments handled.  Though net revenue margins continued to be under pressure related to limited availability of competitively priced equipment capacity, the rate of margin compression in the third quarter was less than in the first half of this year.  The resulting increase in total net revenue and in average net revenue per shipment contributed to improved operating income.  Versus the prior year period, the Asset-Light ArcBest segment also experienced significant growth in managed transportation services that positively impacted both revenue and net revenue, and was another factor contributing to higher operating income.  At FleetNet, a strong increase in events contributed to growth in both total revenue and net revenue which, combined with efficient cost management, resulted in improved profitability.

Closing Comments

“Tight capacity and a favorable business environment this year have provided a strong foundation for ArcBest to execute on cross-selling and other growth initiatives,” said McReynolds. “As unemployment reaches historic lows and other indicators we study look favorable, our outlook remains positive and we will monitor the environment closely for any changes. As we close out the year and look forward to 2019, we will continue our focus on growth, profitable account management, cost control and providing a best-in-class customer experience.”

2

Conference Call

ArcBest will host a conference call with company executives to discuss the 2018 third quarter results. The call will be on Friday, November 2nd at 9:30 a.m. EDT (8:30 a.m. CDT). Interested parties are invited to listen by calling (800) 670-1536. Following the call, a recorded playback will be available through the end of the day on December 15, 2018. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 21897168. The conference call and playback can also be accessed, through December 15, 2018, on ArcBest’s website at arcb.com.

Call participants can submit questions this afternoon prior to the conference call by emailing them to ir@arcb.com.  On the call, responses will be provided to as many questions as possible in the time available.

About ArcBest

ArcBest® (Nasdaq: ARCB) is a leading logistics company with creative problem solvers who deliver integrated solutions.  We'll find a way to deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, household move or vehicle repair.  At ArcBest, we’re More Than LogisticsSM.  For more information, visit arcb.com.

Forward-Looking Statements

Certain statements and information in this press release concerning results for the three months ended September 30, 2018 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. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; relationships with employees, including unions, and our ability to attract and retain employees; 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; the loss or reduction of business from large customers; the cost, timing, and performance of growth initiatives; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; greater than expected funding requirements for our nonunion defined benefit pension plan; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; governmental regulations; environmental laws and regulations, including emissions-control regulations; the cost, integration, and performance of any recent or future acquisitions; not achieving some or all of the expected financial and operating benefits of our corporate restructuring or incurring additional costs or operational inefficiencies as a result of the restructuring; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; availability of fuel, 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; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance and fuel and related taxes; potential impairment of goodwill and intangible assets; maintaining our intellectual property rights, brand, and corporate reputation; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“SEC”).

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-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.

NOTE

‡ - The ArcBest and FleetNet reportable segments, combined, represent Asset-Light operations.

3

Financial Data and Operating Statistics

The following tables show financial data and operating statistics on ArcBest® and its reportable segments.

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2018		2017		2018		2017
	(Unaudited)
	($ thousands, except share and per share data)
REVENUES	$	826,158	$	744,280	$	2,319,509	$	2,115,736
OPERATING EXPENSES (includes one-time charge)(1)(2)		770,103		717,538		2,247,573		2,073,127
OPERATING INCOME		56,055		26,742		71,936		42,609
OTHER INCOME (COSTS)
Interest and dividend income		1,120		346		2,360		905
Interest and other related financing costs		(2,470)		(1,706)		(6,542)		(4,410)
Other, net(2)		(714)		(1,314)		(4,038)		(3,548)
		(2,064)		(2,674)		(8,220)		(7,053)
INCOME BEFORE INCOME TAXES		53,991		24,068		63,716		35,556
INCOME TAX PROVISION		13,215		9,280		11,753		12,398
NET INCOME	$	40,776	$	14,788	$	51,963	$	23,158
EARNINGS PER COMMON SHARE(3)
Basic	$	1.58	$	0.57	$	2.02	$	0.90
Diluted	$	1.52	$	0.56	$	1.94	$	0.87
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,697,509		25,671,535		25,670,435		25,699,306
Diluted		26,795,659		26,393,359		26,708,259		26,373,382
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08	$	0.24	$	0.24

¹⁾ Includes a $37.9 million multiemployer pension fund withdrawal liability charge for the nine months ended September 30, 2018.

²⁾ Effective January 1, 2018, the Company retrospectively adopted an amendment to ASC Topic 715, Compensation – Retirement Benefits, which requires changes to the financial statement presentation of certain components of net periodic benefit cost related to pension and other postretirement benefits accounted for under ASC Topic 715. As a result of adopting this amendment, the service cost component of net periodic benefit cost continues to be included in Operating Expenses, but the other components of net periodic benefit cost, including pension settlement expense, are presented in Other Income (Costs) for the three and nine months ended September 30, 2018 and 2017. The detail of the Company’s net periodic benefit costs will be presented in Note F to the consolidated financial statements included in Part I, Item I of the Company’s third quarter 2018 Quarterly Report on Form 10-Q.

³⁾ ArcBest uses the two-class method for calculating earnings per share. This method requires an allocation of dividends paid and a portion of undistributed net income (but not losses) to unvested restricted stock for calculating per share amounts.

4

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30		December 31
	2018		2017
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	177,436	$	120,772
Short-term investments		75,879		56,401
Accounts receivable, less allowances (2018 - $7,475; 2017 - $7,657)		323,212		279,074
Other accounts receivable, less allowances (2018 - $975; 2017 - $921)		17,992		19,491
Prepaid expenses		21,291		22,183
Prepaid and refundable income taxes		6,726		12,296
Other		9,038		12,132
TOTAL CURRENT ASSETS		631,574		522,349
PROPERTY, PLANT AND EQUIPMENT
Land and structures		338,046		344,224
Revenue equipment		857,846		793,523
Service, office, and other equipment		192,241		179,950
Software		133,816		129,589
Leasehold improvements		9,177		8,888
		1,531,126		1,456,174
Less allowances for depreciation and amortization		904,180		865,010
		626,946		591,164
GOODWILL		108,320		108,320
INTANGIBLE ASSETS, NET		70,075		73,469
DEFERRED INCOME TAXES		5,967		5,965
OTHER LONG-TERM ASSETS		74,800		64,374
	$	1,517,682	$	1,365,641
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	154,484	$	129,099
Income taxes payable		138		324
Accrued expenses		233,076		210,484
Current portion of long-term debt		54,556		61,930
Current portion of pension and postretirement liabilities		12,640		753
TOTAL CURRENT LIABILITIES		454,894		402,590
LONG-TERM DEBT, less current portion		235,970		206,989
PENSION AND POSTRETIREMENT LIABILITIES, less current portion		27,614		39,827
OTHER LONG-TERM LIABILITIES		40,372		15,616
DEFERRED INCOME TAXES		53,741		49,157
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2018: 28,547,578 shares; 2017: 28,495,628 shares		285		285
Additional paid-in capital		325,533		319,436
Retained earnings		488,158		438,379
Treasury stock, at cost, 2018: 2,857,460 shares; 2017: 2,851,578 shares		(86,265)		(86,064)
Accumulated other comprehensive loss		(22,620)		(20,574)
TOTAL STOCKHOLDERS’ EQUITY		705,091		651,462
	$	1,517,682	$	1,365,641

Note:  The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

5

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30
	2018		2017
	Unaudited
	($ thousands)
OPERATING ACTIVITIES
Net income	$	51,963	$	23,158
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization		78,305		73,417
Amortization of intangibles		3,394		3,404
Pension settlement expense		1,603		3,644
Share-based compensation expense		6,185		5,070
Provision for losses on accounts receivable		1,937		705
Deferred income tax provision		3,697		5,846
Gain on sale of property and equipment		(188)		(257)
Gain on sale of subsidiaries		(1,945)		(152)
Changes in operating assets and liabilities:
Receivables		(47,287)		(35,590)
Prepaid expenses		1,013		(37)
Other assets		(4,826)		(5,932)
Income taxes		5,675		5,180
Multiemployer pension fund withdrawal liability(1)		22,744		—
Accounts payable, accrued expenses, and other liabilities		51,309		17,915
NET CASH PROVIDED BY OPERATING ACTIVITIES		173,579		96,371
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(39,249)		(44,377)
Proceeds from sale of property and equipment		2,917		3,585
Proceeds from sale of subsidiaries		4,680		1,970
Purchases of short-term investments		(67,121)		(50,274)
Proceeds from sale of short-term investments		47,878		49,980
Capitalization of internally developed software		(7,411)		(7,225)
NET CASH USED IN INVESTING ACTIVITIES		(58,306)		(46,341)
FINANCING ACTIVITIES
Borrowings under accounts receivable securitization program		—		10,000
Payments on long-term debt		(49,967)		(52,262)
Net change in book overdrafts		(1,975)		2,289
Deferred financing costs		(202)		(959)
Payment of common stock dividends		(6,176)		(6,207)
Purchases of treasury stock		(201)		(6,019)
Payments for tax withheld on share-based compensation		(88)		(3,080)
NET CASH USED IN FINANCING ACTIVITIES		(58,609)		(56,238)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		56,664		(6,208)
Cash and cash equivalents and restricted cash at beginning of period		120,772		115,242
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	177,436	$	109,034
NONCASH INVESTING ACTIVITIES
Equipment financed	$	71,575	$	61,607
Accruals for equipment received	$	438	$	851

1) ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

6

ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

	Three Months Ended								Nine Months Ended
	September 30								September 30
	2018				2017				2018				2017
	Unaudited
	($ thousands, except percentages)
REVENUES
Asset-Based	$	585,290			$	517,417			$	1,626,644			$	1,496,310
ArcBest		205,449				195,749				587,369				524,554
FleetNet		50,494				39,568				145,045				116,307
Total Asset-Light		255,943				235,317				732,414				640,861
Other and eliminations		(15,075)				(8,454)				(39,549)				(21,435)
Total consolidated revenues	$	826,158			$	744,280			$	2,319,509			$	2,115,736
OPERATING EXPENSES(1)
Asset-Based
Salaries, wages, and benefits	$	292,082	49.9	%	$	287,270	55.5	%	$	848,611	52.2	%	$	853,554	57.0	%
Fuel, supplies, and expenses		64,133	10.9			57,395	11.1			191,366	11.7			174,326	11.6
Operating taxes and licenses		12,261	2.1			11,712	2.3			35,927	2.2			35,726	2.4
Insurance		9,448	1.6			8,348	1.6			24,055	1.5			23,068	1.5
Communications and utilities		4,308	0.7			4,575	0.9			12,964	0.8			13,260	0.9
Depreciation and amortization		22,200	3.8			20,543	4.0			64,492	4.0			61,777	4.1
Rents and purchased transportation		70,946	12.1			55,381	10.7			180,332	11.1			154,996	10.4
Shared services(2)		58,354	10.0			47,608	9.2			160,786	9.9			137,712	9.2
Multiemployer pension fund withdrawal liability charge(3)		—	—			—	—			37,922	2.3			—	—
Gain on sale of property and equipment		(123)	—			(7)	—			(522)	—			(599)	—
Other		1,531	0.3			757	0.1			3,778	0.2			3,935	0.3
Restructuring costs(4)		—	—			95	—			—	—			268	—
Total Asset-Based		535,140	91.4	%		493,677	95.4	%		1,559,711	95.9	%		1,458,023	97.4	%
ArcBest
Purchased transportation		164,322	80.0	%		155,894	79.6	%		475,614	81.0	%		417,313	79.6	%
Supplies and expenses		3,522	1.7			3,853	2.0			10,290	1.7			11,265	2.1
Depreciation and amortization(5)		3,558	1.7			3,015	1.5			10,563	1.8			9,511	1.8
Shared services(2)		23,453	11.4			22,447	11.5			68,857	11.7			62,691	11.9
Other		2,546	1.2			2,854	1.5			6,973	1.2			8,192	1.6
Restructuring costs(4)		—	—			—	—			152	—			875	0.2
Gain on sale of subsidiaries(6)		(1,945)	(0.9)			(152)	(0.1)			(1,945)	(0.3)			(152)	—
		195,456	95.1	%		187,911	96.0	%		570,504	97.1	%		509,695	97.2	%
FleetNet		49,406	97.8	%		38,646	97.7	%		141,407	97.5	%		113,617	97.7	%
Total Asset-Light		244,862				226,557				711,911				623,312
Other and eliminations(7)		(9,899)				(2,696)				(24,049)				(8,208)
Total consolidated operating expenses	$	770,103	93.2	%	$	717,538	96.4	%	$	2,247,573	96.9	%	$	2,073,127	98.0	%
OPERATING INCOME(1)
Asset-Based	$	50,150			$	23,740				66,933				38,287
ArcBest		9,993				7,838				16,865				14,859
FleetNet		1,088				922				3,638				2,690
Total Asset-Light		11,081				8,760				20,503				17,549
Other and eliminations(7)		(5,176)				(5,758)				(15,500)				(13,227)
Total consolidated operating income	$	56,055			$	26,742			$	71,936			$	42,609

¹⁾ As previously discussed in the Financial Data and Operating Statistics to this press release, the components of net periodic benefit cost other than service cost are presented within Other Income (Costs) in the consolidated financial statements for all periods presented and, therefore, excluded from the presentation of operating segment data within this table.

²⁾ Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal, and other company-wide services.

³⁾ ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

⁴⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

⁵⁾ Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships, and software associated with acquired businesses.

⁶⁾ Gains recognized in the 2018 and 2017 periods relate to the sale of the ArcBest segment’s military moving businesses in December 2017 and 2016, respectively.

⁷⁾ “Other” corporate costs include restructuring charges of less than $0.1 million and $0.6 million for the three months ended September 30, 2018 and 2017, respectively, and $0.6 million and $1.6 million for the nine months ended September 30, 2018 and 2017, respectively. (See Segment Operating Income Reconciliations of GAAP to Non-GAAP Financial Measures table.) “Other” corporate costs also include certain unallocated shared service costs which are not attributable to any segment and additional investments to provide an improved platform for revenue growth and for offering ArcBest services across multiple operating segments.

7

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Other companies may calculate non-GAAP measures differently; therefore, our calculation may not be comparable to similarly titled measures of other companies. Certain information discussed in the scheduled conference call could be considered non-GAAP measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.

	Three Months Ended				Nine Months Ended
	September 30					September 30
	2018		2017			2018		2017
	(Unaudited)
	($ thousands, except per share data)
ArcBest Corporation - Consolidated
Operating Income
Amounts on GAAP basis	$	56,055	$	26,742	$	71,936	$	42,609
Multiemployer pension fund withdrawal liability charge, pre-tax(1)		—		—		37,922		—
Restructuring charges, pre-tax(2)		50		737		766		2,731
Gain on sale of subsidiaries(3)		(1,945)		(152)		(1,945)		(152)
Non-GAAP amounts	$	54,160	$	27,327	$	108,679	$	45,188
Net Income
Amounts on GAAP basis	$	40,776	$	14,788	$	51,963	$	23,158
Multiemployer pension fund withdrawal liability charge, after-tax(1)		—		—		28,161		—
Restructuring charges, after-tax(2)		37		447		566		1,656
Gain on sale of subsidiaries, after-tax(3)		(1,437)		(92)		(1,437)		(92)
Nonunion pension expense, including settlement, after-tax(4)		1,325		1,195		4,146		2,730
Life insurance proceeds and changes in cash surrender value		(1,296)		(956)		(2,230)		(1,943)
Deferred tax adjustment for 2017 Tax Reform Act(5)		(825)		—		(3,466)		—
Impact of 2017 Tax Reform Act on current tax expense(5)		22		—		(47)		—
Tax expense (benefit) from vested RSUs(6)		(24)		16		(325)		(1,229)
Alternative fuel tax credit(7)		—		—		(1,203)		—
Non-GAAP amounts	$	38,578	$	15,398	$	76,128	$	24,280
Diluted Earnings Per Share
Amounts on GAAP basis	$	1.52	$	0.56	$	1.94	$	0.87
Multiemployer pension fund withdrawal liability charge, after-tax(1)		—		—		1.05		—
Restructuring charges, after-tax(2)		—		0.02		0.02		0.06
Gain on sale of subsidiaries, after-tax(3)		(0.05)		—		(0.05)		—
Nonunion pension expense, including settlement, after-tax(4)		0.05		0.05		0.16		0.10
Life insurance proceeds and changes in cash surrender value		(0.05)		(0.04)		(0.08)		(0.07)
Deferred tax adjustment for 2017 Tax Reform Act(5)		(0.03)		—		(0.13)		—
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		—
Tax benefit from vested RSUs(6)		—		—		(0.01)		(0.05)
Alternative fuel tax credit(7)		—		—		(0.05)		—
Non-GAAP amounts(8)	$	1.44	$	0.58	$	2.85	$	0.92

¹⁾ ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

²⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

³⁾ Gains recognized in the 2018 and 2017 periods relate to the sale of the ArcBest segment’s military moving businesses in December 2017 and 2016, respectively.

⁴⁾ Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, for all periods presented, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as an amendment to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017 was executed in November 2017. Plan participants will have an election window in which they can choose any form of payment allowed by the plan for immediate commencement of payment or defer payment until a later date, with pension settlements related to the plan termination expected to occur in fourth quarter 2018 and first quarter 2019.

⁵⁾ Impact on current or deferred income tax expense as a result of recognizing a reasonable estimate of the tax effects of the Tax Cuts and Jobs Act (“2017 Tax Reform Act”) that was signed into law on December 22, 2017.

⁶⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three and nine months ended September 30, 2018 and 2017.

⁷⁾ Represents the amount of the alternative fuel tax credit related to the year ended December 31, 2017 which was recorded in first quarter 2018 due to the February 2018 retroactive reinstatement.

⁸⁾ Non-GAAP EPS is calculated in total and may not foot due to rounding.

8

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Effective Tax Rate Reconciliation
ArcBest Corporation - Consolidated
(Unaudited)
($ thousands, except percentages)	Three Months Ended September 30, 2018
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	56,055	$	(2,064)	$	53,991	$	13,215	$	40,776	24.5	%
Restructuring charges(2)		50		—		50		13		37	26.0
Gain on sale of subsidiaries(3)		(1,945)		—		(1,945)		(508)		(1,437)	(26.1)
Nonunion pension expense, including settlement(4)		—		1,785		1,785		460		1,325	25.8
Life insurance proceeds and changes in cash surrender value		—		(1,296)		(1,296)		—		(1,296)	—
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		—		—		825		(825)	—
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		(22)		22	—
Tax benefit from vested RSUs(6)		—		—		—		24		(24)	—
Non-GAAP amounts	$	54,160	$	(1,575)	$	52,585	$	14,007	$	38,578	26.6	%

	Three Months Ended September 30, 2017
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	26,742	$	(2,674)	$	24,068	$	9,280	$	14,788	38.6	%
Restructuring charges(2)		737		—		737		290		447	39.3
Gain on sale of subsidiaries(3)		(152)		—		(152)		(60)		(92)	(39.5)
Nonunion pension expense, including settlement(4)		—		1,956		1,956		761		1,195	38.9
Life insurance proceeds and changes in cash surrender value		—		(956)		(956)		—		(956)	—
Tax benefit from vested RSUs(6)		—		—		—		(16)		16	—
Non-GAAP amounts	$	27,327	$	(1,674)	$	25,653	$	10,255	$	15,398	40.0	%

	Nine Months Ended September 30, 2018
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	71,936	$	(8,220)	$	63,716	$	11,753	$	51,963	18.4	%
Multiemployer pension fund withdrawal liability charge(1)		37,922		—		37,922		9,761		28,161	25.7
Restructuring charges(2)		766		—		766		200		566	26.1
Gain on sale of subsidiaries(3)		(1,945)		—		(1,945)		(508)		(1,437)	(26.1)
Nonunion pension expense, including settlement(4)		—		5,584		5,584		1,438		4,146	25.8
Life insurance proceeds and changes in cash surrender value		—		(2,230)		(2,230)		—		(2,230)	—
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		—		—		3,466		(3,466)	—
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		47		(47)	—
Tax benefit from vested RSUs(6)		—		—		—		325		(325)	—
Alternative fuel tax credit(7)		—		—		—		1,203		(1,203)	—
Non-GAAP amounts	$	108,679	$	(4,866)	$	103,813	$	27,685	$	76,128	26.7	%

	Nine Months Ended September 30, 2017
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	42,609	$	(7,053)	$	35,556	$	12,398	$	23,158	34.9	%
Restructuring charges(2)		2,731		—		2,731		1,075		1,656	39.4
Gain on sale of subsidiaries(3)		(152)		—		(152)		(60)		(92)	(39.5)
Nonunion pension expense, including settlement(4)		—		4,468		4,468		1,738		2,730	38.9
Life insurance proceeds and changes in cash surrender value		—		(1,943)		(1,943)		—		(1,943)	—
Tax benefit from vested RSUs(6)		—		—		—		1,229		(1,229)	—
Non-GAAP amounts	$	45,188	$	(4,528)	$	40,660	$	16,380	$	24,280	40.3	%

¹⁾ ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

²⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

³⁾ Gains recognized in the 2018 and 2017 periods relate to the sale of the ArcBest segment’s military moving businesses in December 2017 and 2016, respectively.

⁴⁾ Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, for all periods presented, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as an amendment to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017 was executed in November 2017.

⁵⁾ Impact on current or deferred income tax expense as a result of recognizing a reasonable estimate of the tax effects of the Tax Cuts and Jobs Act (“2017 Tax Reform Act”) that was signed into law on December 22, 2017.

⁶⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three and nine months ended September 30, 2018 and 2017.

⁷⁾ Represents the amount of the alternative fuel tax credit related to the year ended December 31, 2017 which was recorded in first quarter 2018 due to the February 2018 retroactive reinstatement.

9

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

	Three Months Ended								Nine Months Ended
	September 30								September 30
	2018				2017				2018				2017
Segment Operating Income Reconciliations	(Unaudited)
	($ thousands, except percentages)
Asset-Based
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	50,150	91.4	%	$	23,740	95.4	%	$	66,933	95.9	%	$	38,287	97.4	%
Multiemployer pension fund withdrawal liability charge, pre-tax(1)		—	—			—	—			37,922	(2.3)			—	—
Restructuring charges, pre-tax(2)		—	—			95	—			—	—			268	—
Non-GAAP amounts	$	50,150	91.4	%	$	23,835	95.4	%	$	104,855	93.6	%	$	38,555	97.4	%
Asset-Light
ArcBest
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	9,993	95.1	%	$	7,838	96.0	%	$	16,865	97.1	%	$	14,859	97.2	%
Restructuring charges, pre-tax(2)		—	—			—	—			152	—			875	(0.2)
Gain on sale of certain subsidiaries(3)		(1,945)	0.9			(152)	0.1			(1,945)	0.3			(152)	—
Non-GAAP amounts	$	8,048	96.0	%	$	7,686	96.1	%	$	15,072	97.4	%	$	15,582	97.0	%
FleetNet
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	1,088	97.8	%	$	922	97.7	%	$	3,638	97.5	%	$	2,690	97.7	%
Restructuring charges, pre-tax(2)		—	—			—	—			—	—			—	—
Non-GAAP amounts	$	1,088	97.8	%	$	922	97.7	%	$	3,638	97.5	%	$	2,690	97.7	%
Total Asset-Light
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	11,081	95.7	%	$	8,760	96.3	%	$	20,503	97.2	%	$	17,549	97.3	%
Restructuring charges, pre-tax(2)		—	—			—	—			152	—			875	(0.1)
Gain on sale of certain subsidiaries(3)		(1,945)	0.8			(152)	0.1			(1,945)	0.3			(152)	—
Non-GAAP amounts	$	9,136	96.5	%	$	8,608	96.4	%	$	18,710	97.5	%	$	18,272	97.2	%
Other and Eliminations
Operating Loss ($)
Amounts on GAAP basis	$	(5,176)			$	(5,758)			$	(15,500)			$	(13,227)
Restructuring charges, pre-tax(2)		50				642				614				1,588
Non-GAAP amounts	$	(5,126)			$	(5,116)			$	(14,886)			$	(11,639)

¹⁾ ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

²⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

³⁾ Gains recognized in the 2018 and 2017 periods relate to the sale of the ArcBest segment’s military moving businesses in December 2017 and 2016, respectively.

10

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

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

Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of operating performance, because it excludes amortization of acquired intangibles and software of the Asset-Light businesses, which are significant expenses resulting from strategic decisions rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our credit agreement.

	Three Months Ended				Nine Months Ended
	September 30					September 30
	2018		2017		2018		2017
	(Unaudited)
ArcBest Corporation - Consolidated Adjusted EBITDA	($ thousands)
Net Income	$	40,776	$	14,788	$	51,963	$	23,158
Interest and other related financing costs		2,470		1,706		6,542		4,410
Income tax provision		13,215		9,280		11,753		12,398
Depreciation and amortization		28,026		26,218		81,699		76,821
Amortization of share-based compensation		2,641		1,471		6,185		5,070
Amortization of net actuarial losses of benefit plans and pension settlement expense		1,108		1,839		3,755		6,571
Multiemployer pension fund withdrawal liability charge(1)		—		—		37,922		—
Restructuring charges(2)		50		737		766		2,731
Consolidated Adjusted EBITDA	$	88,286	$	56,039	$	200,585	$	131,159

¹⁾ ABF Freight, Inc. recorded a one-time charge in second quarter 2018 for the multiemployer pension plan withdrawal liability resulting from the transition agreement it entered into with the New England Teamsters and Trucking Industry Pension Fund.

²⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2018		2017		2018		2017
Asset-Light Adjusted EBITDA	(Unaudited)
	($ thousands, except percentages)
ArcBest
Operating Income	$	9,993	$	7,838	$	16,865	$	14,859
Depreciation and amortization(3)		3,558		3,015		10,563		9,511
Restructuring charges(4)		—		—		152		875
Adjusted EBITDA	$	13,551	$	10,853	$	27,580	$	25,245
FleetNet
Operating Income	$	1,088	$	922	$	3,638	$	2,690
Depreciation and amortization		291		272		834		823
Restructuring charges(4)		—		—		—		—
Adjusted EBITDA	$	1,379	$	1,194	$	4,472	$	3,513
Total Asset-Light
Operating Income	$	11,081	$	8,760	$	20,503	$	17,549
Depreciation and amortization(3)		3,849		3,287		11,397		10,334
Restructuring charges(4)		—		—		152		875
Adjusted EBITDA	$	14,930	$	12,047	$	32,052	$	28,758

³⁾ Depreciation and amortization consists primarily of amortization of intangibles and software associated with acquired businesses.

⁴⁾ Restructuring charges relate to the realignment of the Company’s organizational structure as announced on November 3, 2016.

11

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Non-GAAP Net Revenue

Management uses net revenue, defined as revenues less purchased transportation costs, as a key performance measure of our ArcBest segment which primarily sources transportation services from third-party providers. Non-GAAP net revenue margin for the ArcBest segment is calculated as net revenue divided by revenues.

	Three Months Ended					Nine Months Ended
	September 30					September 30
	2018		2017		% Change	2018		2017		% Change
	(Unaudited)
ArcBest Segment	($ thousands)
Revenues	$	205,449	$	195,749	5.0%	$	587,369	$	524,554	12.0%
Purchased transportation		164,322		155,894	5.4%		475,614		417,313	14.0%
Non-GAAP net revenue	$	41,127	$	39,855	3.2%	$	111,755	$	107,241	4.2%
Non-GAAP Net Revenue Margin		20.0%		20.4%			19.0%		20.4%

12

ARCBEST CORPORATION

OPERATING STATISTICS

	Three Months Ended					Nine Months Ended
	September 30					September 30
	2018		2017		% Change	2018		2017		% Change
	(Unaudited)
Asset-Based
Workdays		63.0		62.5			190.5		190.0
Billed Revenue(1) / CWT	$	35.83	$	32.53	10.1%	$	33.92	$	30.94	9.6%
Billed Revenue(1) / Shipment	$	440.65	$	389.79	13.0%	$	430.34	$	374.65	14.9%
Shipments		1,312,621		1,315,498	(0.2%)		3,793,276		4,002,913	(5.2%)
Shipments / Day		20,835		21,048	(1.0%)		19,912		21,068	(5.5%)
Tonnage (Tons)		807,110		788,228	2.4%		2,406,250		2,423,678	(0.7%)
Tons / Day		12,811		12,612	1.6%		12,631		12,756	(1.0%)
Average Length of Haul (Miles)		1,043		1,027	1.6%		1,042		1,032	1.0%

¹⁾ Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment 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.

	Year Over Year % Change
	Three Months Ended		Nine Months Ended
	September 30, 2018		September 30, 2018
	(Unaudited)
ArcBest(2)
Revenue / Shipment		8.4%		15.6%
Shipments / Day		(7.4%)		(6.4%)

²⁾ Presentation of operating statistics for the ArcBest segment has been revised to reflect the segment’s combined operations, including the expedite, truckload, and truckload-dedicated operations for which statistics were previously reported, as well as other service offerings of the segment.

###

13

EX-99.2

Exhibit 99.2

ArcBest® is providing this exhibit as supplemental information to its scheduled conference call and the press release announcing the Company’s unaudited third quarter 2018 results filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K. Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Forward-Looking Statements” disclosure at the end of this exhibit.

Non-GAAP Financial Measures

ArcBest reports its financial results in accordance with generally accepted accounting principles (“GAAP”); however, this exhibit includes certain non-GAAP information. Refer to the discussion of non-GAAP information included in Item 2.02 of the Current Report on Form 8-K to which this exhibit is included for further information, including reference to reconciliations of GAAP to non-GAAP financial measures provided by the Company.

ArcBest Consolidated

Interest expense

Interest expense, net of interest income, was $1.4 million in third quarter 2018.  ArcBest expects the fourth quarter 2018 net interest expense to approximate $1.7 million. 

“Other, net” line within Other Income (Costs) on the Consolidated Statements of Operations

The “Other, net” line of ArcBest’s income statement, which primarily includes changes in cash surrender value of life insurance and components of the net periodic benefit cost of the nonunion pension and postretirement plans as described in the following paragraphs, was a net cost of $0.7 million in third quarter 2018 versus net cost of $1.3 million in third quarter 2017.

Changes in cash surrender value of life insurance reflected income of $1.3 million in third quarter 2018 compared to income of $1.0 million in third quarter 2017.  ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.

The “Other, net” line of ArcBest’s income statement also includes some components of the net periodic benefit cost related to nonunion pension and other nonunion postretirement benefits.  This cost totaled $2.1 million pre-tax in third quarter 2018 and $2.4 million pre-tax in third quarter 2017.  In ArcBest’s 2018 financial statements, the 2017 amounts have been reclassified to conform to the current year presentation.

Nonunion Pension Termination

As previously disclosed, ArcBest is terminating its nonunion pension plan.  In September 2018, ArcBest received a favorable determination letter from the Internal Revenue Service regarding qualification of the plan termination. 

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Nonunion pension expense and charges to terminate the plan, which are identified as reconciling items to non-GAAP net income, are estimated to total approximately $17 million to $23 million (pre-tax), or approximately $13 million to $17 million (after-tax). The costs are expected to be recognized partially in fourth quarter 2018 and partially in first quarter 2019 in the “Other, net” line of ArcBest’s income statement. The final pension settlement charges, timing of recognition and the actual amounts required to be paid to the plan are dependent on several factors, including benefit elections made by plan participants, interest rates, value of plan assets and cost of annuity contracts.  Cash funding of approximately $13 million is expected in first quarter 2019.        

Tax Rate

ArcBest’s third quarter 2018 effective GAAP tax rate was 24.5% which resulted in a GAAP tax rate of 18.4% year-to-date in 2018.  The “Effective Tax Rate Reconciliation” table on Page 9 of ArcBest’s third quarter 2018 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates. The third quarter and year-to-date non-GAAP tax rates of 26.6% and 26.7%, respectively, approximate the rate that ArcBest generally expects on normalized fourth quarter 2018 earnings, though the effective rate may be impacted by items discrete to that period.

“Other and eliminations” line within Operating Income on the Operating Segment Data and Operating Ratios statement

In third quarter 2018, the loss reported in the “Other and eliminations” line of ArcBest’s consolidated income statement was approximately $5 million.  The “Other and eliminations” line includes expenses related to investments for improving the delivery of services to ArcBest’s customers as well as investments in comprehensive transportation and logistics services offered across multiple operating segments.  This line item also includes certain investments in ArcBest technology and innovations.  The loss in this line is expected to approximate $6 million in fourth quarter 2018.

Capital Expenditures

ArcBest’s 2018 total net capital expenditures, including financed equipment, are expected to be in an estimated range of $145 million to $150 million.  This is a reduction from the previously stated range of $155 million to $165 million.  This updated amount includes the majority of the revenue equipment purchases planned for 2018, including the new, replacement tractors at ABF Freight.  The decrease in capital expenditures was primarily due to shifts in the timing of some expenditures into 2019. 

ArcBest’s 2018 depreciation and amortization costs on property, plant and equipment are expected to approximate  $105 million.  This does not include amortization of intangible assets which should be approximately $5 million in 2018.

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Asset-Based Segment

Excluding fuel surcharge, the year-over-year increase in third quarter 2018 Billed Rev/Cwt on Asset-Based, LTL freight was in the mid-single digits.  ArcBest secured an average 5.3% increase on Asset-Based customer contract renewals and deferred pricing agreements negotiated during the quarter. 

Asset-Based quarterly tonnage per day increased 1.6% versus last year’s third quarter. For third quarter 2018, by month, Asset-Based daily tonnage versus the same period last year increased in July by 1.4%, increased by 2.2% in August and increased 1.0% in September.

ABF Freight’s current five year labor agreement included a ratification bonus and additional vacation time.  The ratification bonus is being expensed over the 63-month contract beginning on April 1, 2018.  The additional week of vacation is being expensed as it is earned for anniversary dates that begin on or after April 1, 2018.  Third quarter 2018 results included additional costs for these items totaling $1.9 million.  In fourth quarter 2018, ArcBest estimates the additional costs for these items to be approximately $2.6 million.

Annual Union Profit-Sharing Bonus

As provided in ABF Freight’s current Teamster labor contract, for the full years of 2019 through 2022, ABF Freight’s Teamster employees would be eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount must include the related benefit expense estimated under this plan. The potential bonus would be based on individual employee W-2 earnings (excluding any profit-sharing bonuses) for the full year. 

ABF Freight Published Annual OR	Bonus Amount
95.1 to 96.0	1%
93.1 to 95.0	2%
93.0 and below	3%

Asset-Based Shared Services

In January 2017, ArcBest’s new corporate structure unified the sales, pricing, customer service, marketing and capacity sourcing functions.  Those costs are included in the “Shared services” line of the income statement.  The operating segment data included in ArcBest’s third quarter 2018 earnings press release discloses an $11 million increase in third quarter 2018 expense for Asset-Based “Shared services” compared to third quarter 2017.  Approximately one-half of the third quarter, year-over-year increase in this Asset-Based expense line is associated with employee retirement costs, including higher expenses for long-term incentive plans driven by shareholder returns relative to ArcBest’s peers.  The remaining increase in shared service costs is associated with increased advertising along with investments to improve the customer experience.     

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October 2018 Business Update – Asset-Based Segment

Preliminary Asset-Based financial metrics and business trends for the month of October 2018, compared to October 2017 are as follows: 

· Daily Billed Revenue increased approximately 11%.

· Total Tonnage/Day increased approximately 2% with mid-single digit increases in LTL tonnage. 

· Shipments/Day increased approximately 3%.   

· Total Billed Revenue/CWT increased approximately 9% and was positively affected by higher fuel surcharges.

· Total Billed Revenue/Shipment increased approximately 7%.

· Total Weight/Shipment decreased approximately 1%, with the weight/shipment on LTL-rated shipments higher than prior year October. 

In recent years, the historical average sequential change in ArcBest’s Asset-Based operating ratio in the fourth quarter, versus the third quarter, has been an increase of approximately 200 basis points. There will be 61.5 working days in the fourth quarter which is normal for a fourth quarter, and is the same as in fourth quarter 2017. Fourth quarter 2018 working days are one and a half days less than third quarter 2018.

ArcBest Asset-Light Segment

Sale of the Asset-Light Military Moving Business 

In December 2017, ArcBest completed the sale of its Asset-Light military moving business. Last year during the seasonally busier time, this military moving business generated approximately $0.9 million of net revenue for ArcBest in third quarter 2017 and none in third quarter 2018.  The required government approval of the transaction was obtained in September 2018 and triggered recognition of a gain on the sale. Third quarter 2018 Asset-Light operating income includes a gain of $1.9 million, compared to a $0.2 million gain in third quarter 2017, related to the previous sale of a portion of the Asset-Light military moving business. 

October 2018 Business Update – ArcBest Asset-Light Segment [Excluding FleetNet]

· For the ArcBest Asset-Light segment, not including FleetNet,  preliminary revenue per day increased approximately 4% versus the same period in 2017.  Year-over-year revenue growth was related to higher revenue per shipment, partially offset by a reduction in daily shipments.

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Forward-Looking Statements

Certain statements and information in this exhibit 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. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; relationships with employees, including unions, and our ability to attract and retain employees; 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; the loss or reduction of business from large customers; the cost, timing, and performance of growth initiatives; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; greater than expected funding requirements for our nonunion defined benefit pension plan; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; governmental regulations; environmental laws and regulations, including emissions-control regulations; the cost, integration, and performance of any recent or future acquisitions; not achieving some or all of the expected financial and operating benefits of our corporate restructuring or incurring additional costs or operational inefficiencies as a result of the restructuring; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; availability of fuel, 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; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance and fuel and related taxes; potential impairment of goodwill and intangible assets; maintaining our intellectual property rights, brand, and corporate reputation; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“SEC”).

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-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.

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