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): July 30, 2019 (July 30, 2019)

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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

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 July 30, 2019, ArcBest®  (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited second quarter 2019 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 second 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”).

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. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of EBITDA and Adjusted EBITDA 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 July 30, 2019

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:	July 30, 2019	/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 Second Quarter 2019 Results

· Second quarter 2019 revenue of $771.5 million, and net income of $24.4 million, or $0.92 per diluted share.  On a non-GAAP1 basis, second quarter 2019 net income was $24.6 million, or $0.93 per diluted share.

· Asset-Based yield improvement in the midst of lower shipment and tonnage levels 

· Asset-Light revenue and operating income impacted by lower market demand during a period that included resource investments for the future

FORT SMITH, Arkansas, July 30, 2019 — ArcBest® (Nasdaq: ARCB), a leading logistics company with creative problem solvers who deliver integrated solutions, today reported second quarter 2019 revenue of $771.5 million compared to second quarter 2018 revenue of $793.4 million.  Second quarter 2019 operating income was $35.2 million compared to operating income of $3.2 million in second quarter last year.  Second quarter net income was $24.4 million, or $0.92 per diluted share compared to second quarter 2018 net income of $1.2 million, or $0.05 per diluted share.

Excluding certain items in both periods, as identified in the attached reconciliation tables, non-GAAP net income was $24.6 million, or $0.93 per diluted share, in second quarter 2019 compared to second quarter 2018 net income of $29.8 million, or $1.12 per diluted share.  Adjustments in the second quarter 2018 period included a one-time after-tax charge of $28.2 million, or $1.05 per diluted share, related to the restructure of ABF Freight’s obligation with one multiemployer pension plan.

“Once again we saw that business conditions, while still relatively healthy, moderated in the second quarter from last year’s record-setting levels but on an overall historical basis the quarter was solid with a rational underlying pricing environment,” said Chairman, President and CEO Judy R. McReynolds. “Revenue improved month to month for our asset-based business while our asset-light business continued to see softer expedited services conditions on increased available truckload capacity.”

Asset-Based

Results of Operations

Second Quarter 2019 Versus Second Quarter 2018

· Revenue of $559.6 million compared to $559.2 million,  a per-day increase of 0.9 percent.

· Tonnage per day decrease of 3.4 percent, with a mid-single digit percentage decrease in LTL-rated freight.

· Shipments per day decrease of 1.2 percent.  Total weight per shipment decreased 2.2 percent and the decrease in the average LTL-rated weight per shipment was approximately 4 percent.

· Total billed revenue per hundredweight increased 4.1 percent, positively impacted by lower average weight per shipment.  Excluding fuel surcharge, the percentage increase on LTL-rated freight was in the high-single digits.

· Operating income of $36.2 million and an operating ratio of 93.5 percent compared to operating income of $3.4 million and an operating ratio of 99.4 percent.  On a non-GAAP basis, operating income of $36.2 million and an operating ratio of 93.5 percent compared to operating income of $41.3 million and an operating ratio of 92.6 percent.  Operating income adjustments in the second quarter 2018 period included a one-time charge of $37.9 million related to the previously mentioned restructure of ABF Freight’s obligation with one multiemployer pension plan.

1. U.S. Generally Accepted Accounting Principles

1

Continued improvement in yield management and customer pricing initiatives, despite fewer shipments and lower freight tonnage, resulted in a slight increase in second quarter, daily revenue versus last year.  The reduction in second quarter total tonnage per day reflected lower LTL-rated freight tonnage partially offset by increases in truckload-rated spot shipments moving in the asset-based network.  Though below last year’s second quarter, total average Asset-Based weight per shipment trends improved throughout the quarter, partially due to the growth in truckload-rated spot shipments. 

Increased costs associated with city pickup, dock handling and final shipment delivery impacted second quarter profitability as labor and other operational resources were somewhat elevated relative to decreasing LTL freight levels throughout the quarter.  An emphasis on customer service continues to be a focal point.  Linehaul costs were below prior year due, primarily, to reductions in the use of rail and outside carrier resources.

Asset-Light2

Results of Operations

Second Quarter 2019 Versus Second Quarter 2018

· Revenue of $232.9 million compared to $246.8 million.

· Operating income of $3.1 million compared to operating income of $4.7 million.

· Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $6.5 million compared to Adjusted EBITDA of $8.7 million.

Compared to last year’s second quarter, fewer shipments and lower average shipment revenue contributed to reduced total Asset-Light ArcBest segment revenue.  This year’s more available truckload capacity, compared to the tighter market last year, continued to be a factor impacting customer pricing and the ArcBest segment’s results.  Because of lower revenue per shipment related to changing market conditions versus the prior year, expedite and truckload brokerage were the main contributors to the reduction in total ArcBest segment revenue. Increased revenue and shipment levels in managed transportation services were consistent with the growth trend of that business in recent quarters.  Total second quarter ArcBest operating expenses improved versus 2018.  At FleetNet, event growth and cost controls contributed to the quarter’s operating income.

Closing Comments

“The first six months of 2019 saw moderated activity from the record-setting pace experienced in 2018,” McReynolds said. “Our team has executed well in this environment, providing innovative full supply chain solutions and trusted advice to customers for all of their logistics challenges, with managed transportation solutions increasingly in demand. Our outlook for the second half sees a continuation of the current trends and we will monitor for any changes to that view, particularly as it relates to federal tariff policies and developments in the manufacturing and industrial sectors of the economy.”

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

2

Conference Call

ArcBest will host a conference call with company executives to discuss the 2019 second quarter results. The call will be on Wednesday, July 31st at 9:30 a.m. EDT (8:30 a.m. CDT). Interested parties are invited to listen by calling (800) 897‑3679. Following the call, a recorded playback will be available through the end of the day on September 15, 2019. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 21926462. The conference call and playback can also be accessed, through September 15, 2019, 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 June 30, 2019 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; untimely or ineffective development and implementation of new or enhanced technology; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; 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 cost, timing, and performance of growth initiatives; 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; availability and cost of reliable third-party services; governmental regulations; environmental laws and regulations, including emissions-control regulations; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer plans; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; maintaining our intellectual property rights, brand, and corporate reputation; 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; the cost, integration, and performance of any recent or future acquisitions; 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; greater than anticipated funding requirements for our nonunion defined benefit pension plan; 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.

Financial Data and Operating Statistics

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

3

 ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended				Six Months Ended
	June 30				June 30
	2019		2018		2019		2018
	(Unaudited)
	($ thousands, except share and per share data)
REVENUES	$	771,490	$	793,350	$	1,483,329	$	1,493,351
OPERATING EXPENSES(1)		736,290		790,194		1,439,538		1,477,470
OPERATING INCOME		35,200		3,156		43,791		15,881
OTHER INCOME (COSTS)
Interest and dividend income		1,616		714		3,094		1,240
Interest and other related financing costs		(2,811)		(2,013)		(5,693)		(4,072)
Other, net		(445)		(1,123)		(1,036)		(3,324)
		(1,640)		(2,422)		(3,635)		(6,156)
INCOME BEFORE INCOME TAXES		33,560		734		40,156		9,725
INCOME TAX PROVISION (BENEFIT)		9,184		(499)		10,892		(1,462)
NET INCOME	$	24,376	$	1,233	$	29,264	$	11,187
EARNINGS PER COMMON SHARE(2)
Basic	$	0.95	$	0.05	$	1.14	$	0.43
Diluted	$	0.92	$	0.05	$	1.10	$	0.42
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,554,286		25,670,325		25,562,306		25,656,674
Diluted		26,431,592		26,699,549		26,483,011		26,653,282
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08	$	0.16	$	0.16

¹⁾ Includes a one-time charge of $37.9 million for the three and six months ended June 30, 2018 for the multiemployer pension fund withdrawal liability resulting from the transition agreement ABF Freight, Inc. entered into with the New England Teamsters and Trucking Industry Pension Fund.

²⁾ 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

	June 30		December 31
	2019		2018
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	181,731	$	190,186
Short-term investments		117,657		106,806
Accounts receivable, less allowances (2019 - $6,238; 2018 - $7,380)		296,090		297,051
Other accounts receivable, less allowances (2019 - $463; 2018 - $806)		17,207		19,146
Prepaid expenses		28,546		25,304
Prepaid and refundable income taxes		5,237		1,726
Other		4,982		9,007
TOTAL CURRENT ASSETS		651,450		649,226
PROPERTY, PLANT AND EQUIPMENT
Land and structures		339,255		339,640
Revenue equipment		888,588		858,251
Service, office, and other equipment		218,131		199,230
Software		143,181		138,517
Leasehold improvements		10,058		9,365
		1,599,213		1,545,003
Less allowances for depreciation and amortization		947,264		913,815
		651,949		631,188
GOODWILL		108,320		108,320
INTANGIBLE ASSETS, NET		66,700		68,949
OPERATING RIGHT-OF-USE ASSETS		68,810		—
DEFERRED INCOME TAXES		6,296		7,468
OTHER LONG-TERM ASSETS		80,402		74,080
	$	1,633,927	$	1,539,231
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	166,829	$	143,785
Income taxes payable		1,942		1,688
Accrued expenses		228,994		243,111
Current portion of long-term debt		47,205		54,075
Current portion of operating lease liabilities		18,273		—
Current portion of pension and postretirement liabilities		8,231		8,659
TOTAL CURRENT LIABILITIES		471,474		451,318
LONG-TERM DEBT, less current portion		235,001		237,600
OPERATING LEASE LIABILITIES, less current portion		54,040		—
PENSION AND POSTRETIREMENT LIABILITIES, less current portion		31,874		31,504
OTHER LONG-TERM LIABILITIES		37,268		44,686
DEFERRED INCOME TAXES		61,111		56,441
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2019: 28,786,473 shares; 2018: 28,684,779 shares		288		287
Additional paid-in capital		329,388		325,712
Retained earnings		526,551		501,389
Treasury stock, at cost, 2019: 3,266,169 shares; 2018: 3,097,634 shares		(100,639)		(95,468)
Accumulated other comprehensive loss		(12,429)		(14,238)
TOTAL STOCKHOLDERS’ EQUITY		743,159		717,682
	$	1,633,927	$	1,539,231

Note:  The balance sheet at December 31, 2018 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

	Six Months Ended
	June 30
	2019		2018
	Unaudited
	($ thousands)
OPERATING ACTIVITIES
Net income	$	29,264	$	11,187
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		51,722		51,409
Amortization of intangibles		2,249		2,264
Pension settlement expense		1,634		1,085
Share-based compensation expense		4,859		3,544
Provision for losses on accounts receivable		621		1,069
Change in deferred income taxes		5,124		(10,818)
Gain on sale of property and equipment		(1,469)		(166)
Changes in operating assets and liabilities:
Receivables		1,781		(31,281)
Prepaid expenses		(3,323)		2,393
Other assets		(2,798)		2,018
Income taxes		(3,042)		8,024
Operating right-of-use assets and lease liabilities, net		159		—
Multiemployer pension fund withdrawal liability(1)		(289)		37,922
Accounts payable, accrued expenses, and other liabilities		(6,021)		40,914
NET CASH PROVIDED BY OPERATING ACTIVITIES		80,471		119,564
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(41,909)		(24,763)
Proceeds from sale of property and equipment		3,798		2,074
Purchases of short-term investments		(43,327)		(26,006)
Proceeds from sale of short-term investments		33,332		14,647
Capitalization of internally developed software		(5,535)		(5,997)
NET CASH USED IN INVESTING ACTIVITIES		(53,641)		(40,045)
FINANCING ACTIVITIES
Payments on long-term debt		(29,984)		(33,694)
Proceeds from notes payable		9,552		—
Net change in book overdrafts		(4,398)		(2,888)
Payment of common stock dividends		(4,102)		(4,116)
Purchases of treasury stock		(5,171)		(201)
Payments for tax withheld on share-based compensation		(1,182)		(85)
NET CASH USED IN FINANCING ACTIVITIES		(35,285)		(40,984)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(8,455)		38,535
Cash and cash equivalents at beginning of period		190,186		120,772
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	181,731	$	159,307
NONCASH INVESTING ACTIVITIES
Equipment financed	$	10,964	$	14,407
Accruals for equipment received	$	19,402	$	8,649
Lease liabilities arising from obtaining right-of-use assets	$	23,049	$	—

1) The six months ended June 30, 2018 includes a one-time charge related to the multiemployer pension plan withdrawal liability previously discussed in this press release.

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ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

	Three Months Ended								Six Months Ended
	June 30								June 30
	2019				2018				2019				2018
	Unaudited
	($ thousands, except percentages)
REVENUES
Asset-Based	$	559,648			$	559,239			$	1,065,727			$	1,041,354
ArcBest		181,173				199,987				354,377				381,920
FleetNet		51,722				46,792				104,981				94,551
Total Asset-Light		232,895				246,779				459,358				476,471
Other and eliminations		(21,053)				(12,668)				(41,756)				(24,474)
Total consolidated revenues	$	771,490			$	793,350			$	1,483,329			$	1,493,351
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	297,016	53.1	%	$	286,750	51.3	%	$	577,292	54.2	%	$	556,529	53.5	%
Fuel, supplies, and expenses		66,853	11.9			65,040	11.6			131,580	12.3			127,233	12.2
Operating taxes and licenses		12,214	2.2			11,910	2.1			24,612	2.3			23,666	2.3
Insurance		7,598	1.4			7,979	1.4			15,589	1.5			14,607	1.4
Communications and utilities		4,529	0.8			4,135	0.7			9,149	0.9			8,656	0.8
Depreciation and amortization		21,743	3.9			21,362	3.8			42,723	4.0			42,292	4.1
Rents and purchased transportation		57,687	10.3			63,253	11.3			107,599	10.1			109,386	10.5
Shared services(1)		56,013	10.0			56,825	10.2			106,725	10.0			102,432	9.8
Multiemployer pension fund withdrawal liability charge(2)		—	—			37,922	6.8			—	—			37,922	3.6
Gain on sale of property and equipment		(1,587)	(0.3)			(266)	—			(1,621)	(0.2)			(399)	—
Other		1,404	0.2			948	0.2			2,286	0.2			2,247	0.2
Total Asset-Based		523,470	93.5	%		555,858	99.4	%		1,015,934	95.3	%		1,024,571	98.4	%
ArcBest
Purchased transportation		147,552	81.4	%		162,920	81.5	%		287,657	81.2	%		311,292	81.5	%
Supplies and expenses		2,858	1.6			3,538	1.7			5,632	1.6			6,768	1.8
Depreciation and amortization(3)		3,055	1.7			3,597	1.8			6,206	1.7			7,005	1.8
Shared services(1)		23,141	12.8			23,536	11.7			46,172	13.0			45,404	11.9
Other		2,445	1.3			2,546	1.3			4,858	1.4			4,427	1.2
Restructuring costs(4)		—	—			143	0.1			—	—			152	—
		179,051	98.8	%		196,280	98.1	%		350,525	98.9	%		375,048	98.2	%
FleetNet		50,696	98.0	%		45,763	97.8	%		102,467	97.6	%		92,001	97.3	%
Total Asset-Light		229,747				242,043				452,992				467,049
Other and eliminations		(16,927)				(7,707)				(29,388)				(14,150)
Total consolidated operating expenses	$	736,290	95.4	%	$	790,194	99.6	%	$	1,439,538	97.0	%	$	1,477,470	98.9	%
OPERATING INCOME
Asset-Based	$	36,178			$	3,381			$	49,793			$	16,783
ArcBest		2,122				3,707				3,852				6,872
FleetNet		1,026				1,029				2,514				2,550
Total Asset-Light		3,148				4,736				6,366				9,422
Other and eliminations(5)		(4,126)				(4,961)				(12,368)				(10,324)
Total consolidated operating income	$	35,200			$	3,156			$	43,791			$	15,881

¹⁾ Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, and other company-wide services.

²⁾ The three and six months ended June 30, 2018 include a one-time charge for the multiemployer pension plan withdrawal liability previously discussed in this press release.

³⁾ Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships, 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.

⁵⁾ “Other and eliminations” includes corporate costs for certain unallocated shared service costs which are not attributable to any segment, additional investments to offer comprehensive transportation and logistics services across multiple operating segments, and other investments in ArcBest technology and innovations.

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				Six Months Ended
	June 30					June 30
	2019		2018			2019		2018
	(Unaudited)
	($ thousands, except per share data)
ArcBest Corporation - Consolidated
Operating Income
Amounts on GAAP basis	$	35,200	$	3,156	$	43,791	$	15,881
Multiemployer pension fund withdrawal liability charge, pre-tax(1)		—		37,922		—		37,922
Restructuring charges, pre-tax(2)		—		340		—		716
Non-GAAP amounts	$	35,200	$	41,418	$	43,791	$	54,519
Net Income
Amounts on GAAP basis	$	24,376	$	1,233	$	29,264	$	11,187
Multiemployer pension fund withdrawal liability charge, after-tax(1)		—		28,161		—		28,161
Restructuring charges, after-tax(2)		—		252		—		529
Nonunion pension expense, including settlement, after-tax(3)		377		1,301		1,664		2,821
Life insurance proceeds and changes in cash surrender value		(542)		(819)		(2,156)		(934)
Tax benefit from vested RSUs(4)		410		(282)		408		(301)
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		(50)		—		(2,641)
Impact of 2017 Tax Reform Act on current tax expense(5)		—		(9)		—		(69)
Alternative fuel tax credit(6)		—		—		—		(1,203)
Non-GAAP amounts	$	24,621	$	29,787	$	29,180	$	37,550
Diluted Earnings Per Share
Amounts on GAAP basis	$	0.92	$	0.05	$	1.10	$	0.42
Multiemployer pension fund withdrawal liability charge, after-tax(1)		—		1.05		—		1.06
Restructuring charges, after-tax(2)		—		0.01		—		0.02
Nonunion pension expense, including settlement, after-tax(3)		0.01		0.05		0.06		0.11
Life insurance proceeds and changes in cash surrender value		(0.02)		(0.03)		(0.08)		(0.04)
Tax benefit from vested RSUs(4)		0.02		(0.01)		0.02		(0.01)
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		—		—		(0.10)
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		—
Alternative fuel tax credit(6)		—		—		—		(0.05)
Non-GAAP amounts	$	0.93	$	1.12	$	1.10	$	1.41

¹⁾ The three and six months ended June 30, 2018 include a one-time charge for the multiemployer pension plan withdrawal liability previously discussed in this press release.

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

³⁾ Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017.  Pension settlements related to the plan termination began in fourth quarter 2018 and are expected to be complete in 2019.

⁴⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three and six months ended June 30, 2019 and 2018.

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

⁶⁾ 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

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 June 30, 2019
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	35,200	$	(1,640)	$	33,560	$	9,184	$	24,376	27.4	%
Nonunion pension expense, including settlement(1)		—		507		507		130		377	25.6
Life insurance proceeds and changes in cash surrender value		—		(542)		(542)		—		(542)	—
Tax benefit from vested RSUs(2)		—		—		—		(410)		410	—
Non-GAAP amounts	$	35,200	$	(1,675)	$	33,525	$	8,904	$	24,621	26.6	%

	Six Months Ended June 30, 2019
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net		Effective
	Income		(Costs)		Taxes		Provision		Income		Tax Rate
Amounts on GAAP basis	$	43,791	$	(3,635)	$	40,156	$	10,892	$	29,264	27.1	%
Nonunion pension expense, including settlement(1)		—		2,241		2,241		577		1,664	25.7
Life insurance proceeds and changes in cash surrender value		—		(2,156)		(2,156)		—		(2,156)	—
Tax benefit from vested RSUs(2)		—		—		—		(408)		408	—
Non-GAAP amounts	$	43,791	$	(3,550)	$	40,241	$	11,061	$	29,180	27.5	%

	Three Months Ended June 30, 2018
			Other		Income Before		Income Tax
	Operating		Income		Income		Provision		Net		Effective Tax
	Income		(Costs)		Taxes		(Benefit)		Income		(Benefit) Rate
Amounts on GAAP basis	$	3,156	$	(2,422)	$	734	$	(499)	$	1,233	(68.0)	%
Multiemployer pension fund withdrawal liability charge(3)		37,922		—		37,922		9,761		28,161	25.7
Restructuring charges(4)		340		—		340		88		252	25.9
Nonunion pension expense, including settlement(1)		—		1,752		1,752		451		1,301	25.7
Life insurance proceeds and changes in cash surrender value		—		(819)		(819)		—		(819)	—
Tax benefit from vested RSUs(2)		—		—		—		282		(282)	—
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		—		—		50		(50)	—
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		9		(9)	—
Non-GAAP amounts	$	41,418	$	(1,489)	$	39,929	$	10,142	$	29,787	25.4	%

	Six Months Ended June 30, 2018
			Other		Income Before		Income Tax
	Operating		Income		Income		Provision		Net		Effective
	Income		(Costs)		Taxes		(Benefit)		Income		Tax Rate
Amounts on GAAP basis	$	15,881	$	(6,156)	$	9,725	$	(1,462)	$	11,187	(15.0)	%
Multiemployer pension fund withdrawal liability charge(3)		37,922		—		37,922		9,761		28,161	25.7
Restructuring charges(4)		716		—		716		187		529	26.1
Nonunion pension expense, including settlement(1)		—		3,798		3,798		977		2,821	25.7
Life insurance proceeds and changes in cash surrender value		—		(934)		(934)		—		(934)	—
Tax benefit from vested RSUs(2)		—		—		—		301		(301)	—
Deferred tax adjustment for 2017 Tax Reform Act(5)		—		—		—		2,641		(2,641)	—
Impact of 2017 Tax Reform Act on current tax expense(5)		—		—		—		69		(69)	—
Alternative fuel tax credit(6)		—		—		—		1,203		(1,203)	—
Non-GAAP amounts	$	54,519	$	(3,292)	$	51,227	$	13,677	$	37,550	26.7	%

¹⁾ Nonunion pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan have been excluded from the financial information management uses to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017. Pension settlements related to the plan termination began in fourth quarter 2018 and are expected to be complete in 2019.

²⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax benefit during the three and six months ended June 30, 2019 and 2018.

³⁾ The three and six months ended June 30, 2018 include a one-time charge for the multiemployer pension plan withdrawal liability previously discussed in this press release.

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

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

⁶⁾ 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								Six Months Ended
	June 30								June 30
	2019				2018				2019				2018
Segment Operating Income Reconciliations	(Unaudited)
	($ thousands, except percentages)
Asset-Based Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	36,178	93.5	%	$	3,381	99.4	%	$	49,793	95.3	%	$	16,783	98.4	%
Multiemployer pension fund withdrawal liability charge, pre-tax(1)		—	—			37,922	(6.8)			—	—			37,922	(3.6)
Non-GAAP amounts	$	36,178	93.5	%	$	41,303	92.6	%	$	49,793	95.3	%	$	54,705	94.8	%
Asset-Light
ArcBest Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	2,122	98.8	%	$	3,707	98.1	%	$	3,852	98.9	%	$	6,872	98.2	%
Restructuring charges, pre-tax(2)		—	—			143	(0.1)			—	—			152	—
Non-GAAP amounts	$	2,122	98.8	%	$	3,850	98.0	%	$	3,852	98.9	%	$	7,024	98.2	%
FleetNet Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	1,026	98.0	%	$	1,029	97.8	%	$	2,514	97.6	%	$	2,550	97.3	%
Restructuring charges, pre-tax(2)		—	—			—	—			—	—			—	—
Non-GAAP amounts	$	1,026	98.0	%	$	1,029	97.8	%	$	2,514	97.6	%	$	2,550	97.3	%
Total Asset-Light
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	3,148	98.6	%	$	4,736	98.1	%	$	6,366	98.6	%	$	9,422	98.0	%
Restructuring charges, pre-tax(2)		—	—			143	(0.1)			—	—			152	—
Non-GAAP amounts	$	3,148	98.6	%	$	4,879	98.0	%	$	6,366	98.6	%	$	9,574	98.0	%
Other and Eliminations
Operating Loss ($)
Amounts on GAAP basis	$	(4,126)			$	(4,961)			$	(12,368)			$	(10,324)
Restructuring charges, pre-tax(2)		—				197				—				564
Non-GAAP amounts	$	(4,126)			$	(4,764)			$	(12,368)			$	(9,760)

¹⁾ The three and six months ended June 30, 2018 include a one-time charge for the multiemployer pension plan withdrawal liability previously discussed in this press release.

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

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				Six Months Ended
	June 30					June 30
	2019		2018		2019		2018
	(Unaudited)
ArcBest Corporation - Consolidated Adjusted EBITDA	($ thousands)
Net Income	$	24,376	$	1,233	$	29,264	$	11,187
Interest and other related financing costs		2,811		2,013		5,693		4,072
Income tax provision (benefit)		9,184		(499)		10,892		(1,462)
Depreciation and amortization		27,434		27,187		53,971		53,673
Amortization of share-based compensation		2,801		1,674		4,859		3,544
Amortization of net actuarial losses of benefit plans and pension settlement expense		586		1,119		2,340		2,647
Multiemployer pension fund withdrawal liability charge(1)		—		37,922		—		37,922
Restructuring charges(2)		—		340		—		716
Consolidated Adjusted EBITDA	$	67,192	$	70,989	$	107,019	$	112,299

¹⁾ The three and six months ended June 30, 2018 include a one-time charge for the multiemployer pension plan withdrawal liability previously discussed in this press release.

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2019		2018		2019		2018
Asset-Light Adjusted EBITDA	(Unaudited)
	($ thousands, except percentages)
ArcBest
Operating Income	$	2,122	$	3,707	$	3,852	$	6,872
Depreciation and amortization(3)		3,055		3,597		6,206		7,005
Restructuring charges(4)		—		143		—		152
Adjusted EBITDA	$	5,177	$	7,447	$	10,058	$	14,029
FleetNet
Operating Income	$	1,026	$	1,029	$	2,514	$	2,550
Depreciation and amortization		333		264		650		543
Adjusted EBITDA	$	1,359	$	1,293	$	3,164	$	3,093
Total Asset-Light
Operating Income	$	3,148	$	4,736	$	6,366	$	9,422
Depreciation and amortization(3)		3,388		3,861		6,856		7,548
Restructuring charges(4)		—		143		—		152
Adjusted EBITDA	$	6,536	$	8,740	$	13,222	$	17,122

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

OPERATING STATISTICS

	Three Months Ended					Six Months Ended
	June 30					June 30
	2019		2018		% Change	2019		2018		% Change
	(Unaudited)
Asset-Based
Workdays		63.5		64.0			126.5		127.5
Billed Revenue(1) / CWT	$	35.11	$	33.73	4.1%	$	34.90	$	32.96	5.9%
Billed Revenue(1) / Shipment	$	443.94	$	436.52	1.7%	$	431.40	$	424.89	1.5%
Shipments		1,272,317		1,297,399	(1.9%)		2,483,104		2,480,655	0.1%
Shipments / Day		20,036		20,272	(1.2%)		19,629		19,456	0.9%
Tonnage (Tons)		804,487		839,583	(4.2%)		1,534,897		1,599,139	(4.0%)
Tons / Day		12,669		13,118	(3.4%)		12,134		12,542	(3.3%)
Pounds / Shipment		1,265		1,294	(2.2%)		1,236		1,289	(4.1%)
Average Length of Haul (Miles)		1,040		1,048	(0.8%)		1,032		1,042	(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		Six Months Ended
	June 30, 2019		June 30, 2019
	(Unaudited)
ArcBest(2)
Revenue / Shipment		(9.8%)		(8.3%)
Shipments / Day		(1.6%)		(1.3%)

²⁾ Statistical data related to managed transportation services transactions are not included in the presentation of operating statistics for the ArcBest segment.  

###

12

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 second quarter 2019 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.

Asset-Based Segment – Highlights of Projected Operating Impacts

· Additional union vacation expense in third quarter 2019, relative to third quarter 2018, is estimated to be approximately $1.5 million.  The year-over-year fourth quarter 2019 vacation expense, relative to fourth quarter 2018, is estimated to increase approximately $1 million.

· Asset-Based shared services costs in the third quarter of 2019 are expected to increase by approximately $4 million over the prior-year period.

· Additional technology costs versus 2018 comparable periods are expected to be approximately $2 million in third quarter 2019 and $8 million for the full year of 2019, which represents a decrease from the previously estimated figure of $10 million.  The third quarter 2019 estimate would result in an expense increase of $1 million versus second quarter 2019.

· In recent years, the historical average sequential change in ArcBest’s asset-based operating ratio in the third quarter, versus the second quarter, has been roughly flat. The second quarter to third quarter sequential operating ratio change could be different than the historical range due to various factors, including the higher level of shared services and technology costs, which are described above, and the $1.6 million gain on sale of property in second quarter 2019. ABF Freight expects to take delivery of the large majority of its 2019 replacement tractors in the third and fourth quarters versus those deliveries occurring more evenly between quarters in recent years, thus impacting third quarter equipment depreciation costs.

· During years in which ArcBest’s internal forecasts indicate an expectation of paying the Annual Union Profit-Sharing Bonus, we will accrue for this expense throughout the year, generally in proportion of the quarterly results as a percentage of the annual projection.

1

July 2019 Business Update – Asset-Based Segment

Statistics for July 2019 have not been finalized. Preliminary Asset-Based financial metrics and business trends for the month of July 2019, compared to July 2018 are as follows: 

· Daily Billed Revenue decreased approximately 1%.

· Total Tonnage/Day decreased approximately 1.5% with high-single digit percentage decrease in LTL-rated tonnage offset by double digit percentage increases in TL-rated spot shipments moving in the Asset-Based network.

· Shipments/Day decreased approximately 3%.   

· Total Billed Revenue/CWT increased approximately 0.5% as a high-single digit percentage increase in LTL Billed Revenue/CWT, excluding fuel surcharge,  was offset by lower Revenue/CWT on an increased number of TL-rated spot shipments moving in the Asset-Based network related to available truckload capacity in 2019 versus the tight truckload market in 2018.   As a reminder, in third quarter 2018, Total Billed Revenue/CWT increased 10.1%.

· Total Billed Revenue/Shipment increased 2% with similar increases on LTL-rated shipments.

· Total Weight/Shipment increased approximately 1.5%, with the weight/shipment on LTL‑rated shipments down approximately 5%.  The reduction in LTL‑rated weight/shipment is the result of changes in account mix.

There will be 63.5 working days in the third quarter compared to 63 days in the third quarter of 2018.

Asset-Light ArcBest Segment – Highlights of Projected Operating Impacts

· As seen in the first half of 2019, elevated costs associated with long-term strategic development of ArcBest’s owner-operator and contract carrier capacity will continue for the remainder of the year and will increase the expenses of the Asset-Light ArcBest segment by approximately $0.5 million in both the third and fourth quarters of 2019, compared to the same periods in 2018.

July 2019 Business Update – Asset-Light ArcBest Segment [Excluding FleetNet]

Statistics for July 2019 have not been finalized. For the Asset-Light ArcBest segment, not including FleetNet, preliminary revenue per day decreased approximately 4.5% and purchased transportation expense was approximately flat versus the same period in 2018.  Available truckload capacity in the current year compared to the tight capacity environment in the prior-year period has led to lower revenue per shipment and reduced demand for expedite services compared to 2018 record levels.  Managed Solutions continues to have a positive impact on the Asset-Light business.

2

ArcBest Consolidated – Highlights of Projected Operating Impacts

· In the third quarter of 2019, we currently estimate the loss in the “Other and eliminations” line to approximate $5 million.  In 2019, we expect the loss in this line to total approximately $25 million.

· ArcBest expects third quarter 2019 net interest expense to approximate $1 million, and $5 million in full year 2019. Net interest expense totaled $1.2 million in second quarter 2019.

· ArcBest expects the non-GAAP “Other net” expense to approximate $0.5 million in third quarter 2019 and $1.9 million for full year 2019. Non-GAAP “Other net” expense totaled $0.5 million in second quarter 2019.

· ArcBest currently expects the full year 2019 tax rate to be approximately 26% to 27%, while the effective rate in any quarter may be impacted by items discrete to that period. The non-GAAP effective tax rates of 26.6% for second quarter 2019 and 25.4% for second quarter 2018 were used to calculate the non-GAAP net income and EPS amounts for the respective quarters. 

Additional Detailed Information

Asset-Based Segment

Excluding fuel surcharge, the increase in second quarter billed Rev/Cwt on Asset-Based, LTL‑rated freight was in the high‑single digits.  ArcBest secured an average 3.1% increase on Asset-Based customer contract renewals and deferred pricing agreements negotiated during the second quarter.   

Asset-Based quarterly daily total tonnage decreased 3.4% versus last year’s second quarter.  For second quarter, by month, Asset-Based daily total tonnage versus the same period last year decreased by 3.8% in April, decreased by 2.6% in May and decreased by 3.4% in June.  However, in second quarter, truckload-rated shipments in the ABF Freight Asset‑Based network increased over the prior year, with a double-digit percentage increase in June, which has continued through July.  It is important to remember that unlike what we reported in most of the first half of 2019, for the remainder of this year we will be comparing back to monthly periods in 2018 that reflected increases in total pounds per day.

As we have mentioned before, ABF Freight’s current five year labor agreement, effective as of April 1, 2018, included additional vacation time for many union employees.   The additional week of vacation is being expensed as it is earned for anniversary dates that begin on or after April 1, 2018.  As a result, vacation costs increased approximately $2.2 million in second quarter 2019 versus second quarter 2018. The quarterly costs associated with the additional vacation time, which have gradually increased since the April 1, 2018 contract effective date, will continue to result in year-over-year increases for the remainder of the year.  The increase in additional union vacation in third quarter 2019, relative to third quarter 2018, is estimated to be approximately $1.5 million.  The year-over-year fourth quarter 2019 increase, relative to fourth quarter 2018, is estimated to be approximately $1 million.

Asset-Based shared services costs in the third quarter of 2019 are expected to increase by approximately $4 million over the prior-year period. The increase is primarily related to enhancing the customer experience and initiatives for more efficient and streamlined delivery of customer relationship services which reflect investments in digital advertising, technologies and personnel. 

3

Technology Initiatives - Update

ArcBest now expects that the previously disclosed additional technology costs in our Asset-Based business will be approximately $8 million during 2019, a decrease from the previously estimated figure of $10 million. These additional costs equaled approximately $1 million in second quarter 2019.  They are estimated to be approximately $2 million in third quarter 2019 and approximately $3 million in fourth quarter 2019.  Creating a best-in-class customer experience is a fundamental part of our growth strategy and we will continue to make investments in technology, equipment and other areas as customers’ needs evolve.  If successful, ArcBest expects there would be future benefits from the broader application of these initiatives in its business.

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 union employee earnings for the full year.  While impacted by business and associated labor levels, we estimate that one percent of ABF Freight’s annual union employee earnings would equate to approximately $5 million - $6 million of union bonus expense. 

During years in which ArcBest’s internal forecasts indicate an expectation of paying the union bonus, we will accrue for this expense throughout the year, generally in proportion of the quarterly results as a percentage of the annual projection. As we do not provide public updates on our projected operating ratio or our expectations for paying the union bonus, any details of amounts accrued will not be provided.  If financial models reflect an operating ratio that meets the payout thresholds shown below, ArcBest encourages analysts to include expenses for the union bonus in quarterly and annual earnings per share projections for the company. 

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

ArcBest Consolidated

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

In the third quarter of 2019, we currently estimate the loss in the “Other and eliminations” line to approximate $5 million.  In 2019, we expect the loss in this line to total approximately $25 million. The loss reported in the “Other and eliminations” line was $4.1 million in second quarter 2019 compared to a loss of $5.0 million in second quarter 2018.  On a year-to-date basis, the loss in the “Other and eliminations” line was $12.4 million compared to a loss of $10.3 million during the same period in 2018.  The increase in the loss is primarily related to technology investments as further described below.

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The 2019 estimated increase versus 2018 is primarily related to investments in the design and development of digital business platforms.  These types of investments to develop and design various technology and innovations occur within the ArcBest Technologies subsidiary which is included in the “Other and eliminations” line and are required to be expensed when incurred.  This line also includes expenses related to shared services for the delivery of comprehensive transportation and logistics services to ArcBest’s customers.  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. We expect the quarterly loss in the “Other and eliminations” line to vary throughout 2019 as a majority of this item relates to our shared services which will primarily be allocated to the reporting segments based upon resource utilization-related metrics, such as shipment levels, and therefore will fluctuate with business levels. As a result, the loss in this line tends to be higher in periods when business levels are lower, typically the first and fourth quarters of the year.

Interest expense

Interest expense, net of interest income, was $1.2 million in second quarter 2019.  ArcBest expects third quarter 2019 net interest expense to approximate $1 million, and $5 million in full year 2019.

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

The “Other, net” line of ArcBest’s income statement, primarily includes the costs associated with nonunion pension and postretirement plans and changes in cash surrender value of life insurance.  After excluding non-GAAP items detailed in the table below, the remaining costs were $0.5 million in second quarter 2019 and $0.2 million in second quarter 2018. ArcBest expects the non-GAAP “Other net” expense to approximate $0.5 million in third quarter 2019 and $1.9 million for full year 2019.

	Three Months Ended
	June 30
	2019		2018
	(in millions)
Other, net - income (costs)
Amounts on GAAP basis	$	(0.4)	$	(1.1)
Non-GAAP Adjustments:
Life insurance proceeds and changes in cash surrender value		(0.5)		(0.8)
Nonunion pension expense, including settlement, pre-tax		0.4		1.7
Non-GAAP amounts	$	(0.5)	$	(0.2)

As previously disclosed, ArcBest is in the process of terminating its nonunion defined benefit pension plan, which is expected to occur by the end of 2019.  In the second half of 2019, nonunion pension expense, including settlement charges, is estimated to total approximately $2 million and cash funding is estimated to total approximately $6 million. The pension settlement charges and the actual amount required to fund the plan are dependent on several factors including the value of plan assets and the cost of annuity contracts.

Tax Rate

ArcBest’s second quarter 2019 and year-to-date effective GAAP tax rates were 27.4% and 27.1%, respectively.  The “Effective Tax Rate Reconciliation” table on Page 9 of ArcBest’s second quarter 2019 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates.  The non-GAAP effective tax rates of 26.6% for second quarter 2019 and 25.4% for second quarter 2018 were used to calculate the non-GAAP net income and EPS amounts for the respective quarters.  ArcBest currently expects the full year 2019 tax rate to be approximately 26% to 27%, while the effective rate in any quarter may be impacted by items discrete to that period.

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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; untimely or ineffective development and implementation of new or enhanced technology; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; 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 cost, timing, and performance of growth initiatives; 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; availability and cost of reliable third-party services; governmental regulations; environmental laws and regulations, including emissions-control regulations; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer plans; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; maintaining our intellectual property rights, brand, and corporate reputation; 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; the cost, integration, and performance of any recent or future acquisitions; 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; greater than anticipated funding requirements for our nonunion defined benefit pension plan; 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.

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