8-K

June 30

UNITED STATES

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 29, 2020 (July 29, 2020)

ARCBEST CORPORATION

(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 29, 2020, ArcBest^® (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited second quarter 2020 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 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

As previously disclosed, ArcBest implemented a 15% reduction in the salaries of all ArcBest Named Executive Officers and all other Section 16b Officers effective with the first pay period in April 2020, and the Board of Directors approved a voluntary 15% reduction in the cash retainers paid for Board service of all non-employee directors of the Company effective as of May 1, 2020.

Following evaluation of the Company’s second quarter results of operations, the Board of Directors and the Compensation Committee thereof have approved the following actions:

● the 15% decrease in the salaries of all ArcBest Named Executive Officers and all other Section 16b Officers will be restored retroactive to the beginning of July 2020; and

● the 15% decrease in the fees paid to ArcBest’s non-employee directors will be restored at the beginning of August 2020.

ITEM 7.01 – REGULATION FD DISCLOSURE

As previously disclosed, ArcBest implemented cost-saving measures in the form of compensation reductions of officers and nonunion employees beginning in April 2020. As a result of the improved financial trends during the second quarter, the 15% decrease in the salaries of officers and nonunion employees will be restored retroactive to the beginning of July 2020, and the employer match of ArcBest’s nonunion 401(k) Plan will be restored at the beginning of August 2020. For hourly nonunion employees, hours will be restored to align with increasing business volumes and associated department workloads.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press release of ArcBest dated July 29, 2020
99.2	Supplemental and other information
104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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 29, 2020	/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

Title: Vice President – Investor Relations

Phone: 479-785-6200

Email: dhumphrey@arcb.com

ArcBest^® Announces Second Quarter 2020 Results

● Second quarter 2020 revenue of $627.4 million, and net income of $15.9 million, or $0.61 per diluted share.  On a non-GAAP¹ basis, second quarter 2020 net income was $17.6 million, or $0.67 per diluted share.

● COVID-19 pandemicsignificantly impacted second quarter business levels and financial results

● Asset-Based and Asset-Light cost management partially offset the effects of revenue and business declines

FORT SMITH, Arkansas, July 29, 2020 — ArcBest^® (Nasdaq: ARCB), a leader in supply chain logistics, today reported second quarter 2020 revenue of $627.4 million compared to second quarter 2019 revenue of $771.5 million.  Second quarter 2020 operating income was $20.4 million compared to operating income of $35.2 million in the same period last year.  Net income was $15.9 million, or $0.61 per diluted share, compared to second quarter 2019 net income of $24.4 million, or $0.92 per diluted share.

Excluding certain items in both periods as identified in the attached reconciliation tables, non-GAAP operating income was $25.1 millionin second quarter 2020 compared to second quarter 2019non-GAAP operating income of $38.8 million.  On a non-GAAP basis, net income was $17.6 million, or $0.67 per diluted share, in second quarter 2020 compared to second quarter 2019 net income of $27.4 million, or $1.04 per diluted share.

At June 30, 2020, ArcBest’s consolidated cash and short-term investments, less debt, were $41 million net cash compared to the $3 million net debt position at March 31, 2020, reflecting a $44 million improvement during the second quarter.

“The successes of the second quarter are rooted in the strength of our employees and the culture that we have cultivated here that unites all of us behind a set of shared values that drive excellence” said Judy R. McReynolds, Chairman, President and CEO of ArcBest. “I am incredibly proud of our employees, especially our front-line teams, who continue to work hard and serve our customers in the face of a global pandemic that continues to affect so many aspects of the economy.”

1

Second Quarter Results of Operations Comparisons

Asset-Based

Second Quarter 2020 Versus Second Quarter 2019

● Revenue of $460.1 million compared to $559.6 million, a per-day decrease of 17.8 percent.

● Total tonnage per day decrease of 13.8 percent, with a double-digit percentage decrease in both LTL-rated tonnage and TL-rated spot shipment tonnage moving in the Asset-Based network.

● Total shipments per day decrease of 13.3 percent.  Total weight per shipment decrease of 0.6 percent and an increase of 0.9 percent in LTL-rated weight per shipment impacted by transactional, LTL-rated shipments added during the second quarter.

● Total billed revenue per hundredweight decreased 4.0 percent and was negatively impacted by lower fuel surcharges versus prior year.  Excluding fuel surcharge, LTL-rated freight experienced a percentage increase in the low-single digits.

● Operating income of $21.0 million and an operating ratio of 95.4 percent compared to the prior year quarter operating income of $36.2 million and an operating ratio of 93.5 percent.  On a non-GAAP basis, operating income of $25.8 million and an operating ratio of 94.4 percent compared to the prior year quarter operating income of $38.9 million and an operating ratio of 93.0 percent.

In response to significantly lower shipment and tonnage levels related to the pandemic’s impact on customer shipping patterns, Asset-Based system labor and other resources were managed down in order to match business levels.  Second quarter business decreases were somewhat mitigated by the continued addition of spot, truckload-rated shipments and transactional LTL-rated shipments throughout the Asset-Based network.  Combined with the cost reductions in place, the handling of these additional transactional shipments contributed to improved operational efficiencies, fewer empty miles and lower costs.  Total second quarter revenue per hundredweight decreased due to freight mix changes related to the addition of these transactional shipments.  However, total yield on LTL-rated shipments, excluding changes in fuel surcharge, was positive versus the prior year.  Pricing on ABF Freight’s traditional published and contractual business improved as the transportation marketplace’s rational pricing environment continued.  

Asset-Light³

Second Quarter 2020 Versus Second Quarter 2019

● Revenue of $197.9 million compared to $232.9 million, a per-day decrease of 15.0 percent.

● Operating income of $2.1 million compared to operating income of $3.1 million.

● Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $4.9 million compared to Adjusted EBITDA of $6.5 million.

Second quarter revenue in the Asset-Light ArcBest segment decreased compared to the prior year period primarily due to lower demand in both the expedite and truckload brokerage businesses related to the pandemic.Reduced demand for expedited services was related to customer closures in the auto sector for the majority of the quarter and meaningful reductions in business levels for many manufacturing customers.  Revenue reductions in truckload brokerage were the result of fewer total shipments combined with lower average revenue per shipment.  The second quarter was highlighted by significant revenue growth in managed transportation services, consistent with the positive trend seen for the past several quarters in this portion of ArcBest’s Asset-Light business.  Purchased transportation expense in the second quarter, as a percent of revenue, increased 120 basis points compared to the prior year period reflecting changes in business mix and the market effects of reductions in revenue per shipment that exceeded comparable decreases in purchased transportation expense.  In the second quarter of 2020, operating results for the Asset-Light ArcBest segment benefitted from the corporate cost reduction initiatives previously announced in early April.

At FleetNet, a decrease in total events, primarily associated with fewer roadside repairs due to the pandemic, contributed to lower total revenue and reduced operating income compared to the prior year period.

2

July 2020 Update On Previously Announced Cost Actions

As previously announced, in anticipation of lower business levels and the potential for cash flow disruption, ArcBest implemented actions in late March and early April to mitigate the operating and financial impact of the COVID-19 pandemic.  ArcBest drew down $180million of its Senior Secured Revolving Credit Facility and borrowed $45 million under its Accounts Receivable Securitization Program.  As described earlier, ArcBest’s net cash position improved $44 million since March 31, 2020, and customer account payment trends have stabilized.  Because of these factors, we are currently reviewing options for paying back the incremental borrowings during third quarter 2020.

Due to the uncertainties at the time, ArcBest implemented cost reductions beginning in April 2020 that included a 15% decrease in the salaries of all nonunion employees; suspension of the employer match of ArcBest’s nonunion 401(k) Plan; a 15% decrease in the fees paid to ArcBest’s board members and the board committee chairpersons as well as other cost reductions.  When compared to second quarter 2019, these compensation-related reductions resulted in savings of approximately $15 million in second quarter 2020.  These cost reductions, along with utilizing real-time, technology-enabling data to align operational costs with business levels, contributed to the positive second quarter financial results.

Since the lowest monthly consolidated revenue levels of the year, which were reported in April, ArcBest has experienced improved financial trends that include sequential business improvement², increased cash levels and improved EBITDA.   Year-over-year consolidated revenue has improved from a decline of 20% in April to a month-to-date July decline of 3%.  The sequential improvement in revenue for each month of the quarter resulted in a greater portion of the second quarter profitability being earned in June.  As a result of this positive momentum in our business, some cost reductions will be restored beginning in the third quarter of 2020.  These include the restoration of nonunion salaries; the 401(k) company match; and the board fees.  On a sequential basis, compared to second quarter 2020, ArcBest anticipates that the third quarter 2020 expense associated with these cost restorations will be in an approximate range of $10 million to $15 million.  Though some operational resources are being added back as business improves, they will continue to be carefully managed to available business.  “As an essential business, our employees have worked on the front lines in sacrifice, both personally and financially, to serve our customers and our nation,” said McReynolds.  “We value our employees and appreciate their efforts, and are pleased to now be able to restore full wage levels.”  

Closing Comments

“I am pleased with what we have been able to accomplish over the last three months considering the dynamic nature of circumstances surrounding the COVID-19 pandemic,” said McReynolds. “Our entire team, from our best-in-class drivers and dock workers in the field to our office personnel working from home around the country, has executed very well in this environment and their fortitude, when mixed with prudent business decisions, has proven to be a winning combination for success during these times. We are working to carry this momentum forward as the second half of the year unfolds and will, as always, monitor trends and make adjustments where necessary. As a full-service logistics company, ArcBest is playing a vital role in getting our nation up and running again, and we plan to lead the way by continuing to deliver quality integrated solutions for all of our customers’ supply chain needs.”

NOTES

1. U.S. Generally Accepted Accounting Principles

2. Discussions of July 2020 business results and certain projections for 2020 are included in Exhibit 99.2 to ArcBest’s second quarter 2020 earnings release filed with the SEC in our Current Report on Form 8-K.

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

3

Conference Call

ArcBest will host a conference call with company executives to discuss the 2020 second quarter results. The call will be today, Wednesday, July 29, at 9:00 a.m. ET (8:00 a.m. CT). Interested parties are invited to listen by calling (800) 681-2231. Following the call, a recorded playback will be available through the end of the day on September 15, 2020. To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers). The conference call ID for the playback is 21965466. The conference call and playback can also be accessed, through September 15, 2020, on ArcBest’s website at arcb.com.

About ArcBest

ArcBest^® (Nasdaq: ARCB) is a leading logistics company with creative problem solvers who deliver innovative solutions for our customers’ supply chain needs.  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 Logistics^®. For more information, visit arcb.com.

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995:Certain statements and information in this press release concerning results for the three months ended June 30, 2020 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; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; relationships with employees, including unions, and our ability to attract, retain, and develop 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; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; 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; governmental regulations; environmental laws and regulations, including emissions-control regulations; union 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; maintaining our intellectual property rights, brand, and corporate reputation; 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; 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, fuel, and related taxes; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of 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.

Financial Data and Operating Statistics

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

4

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended				Six Months Ended
	June 30				June 30
	2020		2019		2020		2019
	(Unaudited)
	($ thousands, except share and per share data)
REVENUES	$	627,370	$	771,490	$	1,328,769	$	1,483,329
OPERATING EXPENSES		606,945		736,290		1,300,525		1,439,538
OPERATING INCOME		20,425		35,200		28,244		43,791
OTHER INCOME (COSTS)
Interest and dividend income		991		1,616		2,366		3,094
Interest and other related financing costs		(3,378)		(2,811)		(6,325)		(5,693)
Other, net		2,696		(445)		(1,166)		(1,036)
		309		(1,640)		(5,125)		(3,635)
INCOME BEFORE INCOME TAXES		20,734		33,560		23,119		40,156
INCOME TAX PROVISION		4,854		9,184		5,337		10,892
NET INCOME	$	15,880	$	24,376	$	17,782	$	29,264
EARNINGS PER COMMON SHARE(1)
Basic	$	0.62	$	0.95	$	0.70	$	1.14
Diluted	$	0.61	$	0.92	$	0.68	$	1.10
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,463,559		25,554,286		25,468,624		25,562,306
Diluted		26,217,957		26,431,592		26,252,486		26,483,011
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08	$	0.16	$	0.16

1) 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.

5

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2020		2019
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	406,290	$	201,909
Short-term investments		167,719		116,579
Accounts receivable, less allowances (2020 - $7,130; 2019 - $5,448)		273,135		282,579
Other accounts receivable, less allowances (2020 - $661; 2019 - $476)		16,812		18,774
Prepaid expenses		28,928		30,377
Prepaid and refundable income taxes		4,236		9,439
Other		4,923		4,745
TOTAL CURRENT ASSETS		902,043		664,402
PROPERTY, PLANT AND EQUIPMENT
Land and structures		344,951		342,122
Revenue equipment		891,029		896,020
Service, office, and other equipment		232,058		233,354
Software		155,411		151,068
Leasehold improvements		11,821		10,383
		1,635,270		1,632,947
Less allowances for depreciation and amortization		974,464		949,355
		660,806		683,592
GOODWILL		88,320		88,320
INTANGIBLE ASSETS, NET		56,915		58,832
OPERATING RIGHT-OF-USE ASSETS		81,069		68,470
DEFERRED INCOME TAXES		7,507		7,725
OTHER LONG-TERM ASSETS		74,100		79,866
	$	1,870,760	$	1,651,207
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	140,632	$	134,374
Income taxes payable		3,181		12
Accrued expenses		217,020		232,321
Current portion of long-term debt		59,050		57,305
Current portion of operating lease liabilities		19,769		20,265
TOTAL CURRENT LIABILITIES		439,652		444,277
LONG-TERM DEBT, less current portion		473,850		266,214
OPERATING LEASE LIABILITIES, less current portion		65,249		52,277
POSTRETIREMENT LIABILITIES, less current portion		20,448		20,294
OTHER LONG-TERM LIABILITIES		36,077		38,892
DEFERRED INCOME TAXES		60,393		66,210
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2020: 28,958,258 shares; 2019: 28,810,902 shares		290		288
Additional paid-in capital		337,942		333,943
Retained earnings		546,689		533,187
Treasury stock, at cost, 2020: 3,554,639 shares; 2019: 3,404,639 shares		(107,740)		(104,578)
Accumulated other comprehensive income (loss)		(2,090)		203
TOTAL STOCKHOLDERS’ EQUITY		775,091		763,043
	$	1,870,760	$	1,651,207

Note:  The balance sheet at December 31, 2019 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.

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ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2020		2019
	Unaudited
	($ thousands)
OPERATING ACTIVITIES
Net income	$	17,782	$	29,264
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		56,140		51,722
Amortization of intangibles		1,959		2,249
Pension settlement expense		89		1,634
Share-based compensation expense		5,071		4,859
Provision for losses on accounts receivable		999		621
Change in deferred income taxes		(5,170)		5,124
Gain on sale of property and equipment and lease termination		(3,581)		(1,469)
Changes in operating assets and liabilities:
Receivables		9,626		1,781
Prepaid expenses		1,444		(3,323)
Other assets		4,358		(2,798)
Income taxes		8,413		(3,042)
Operating right-of-use assets and lease liabilities, net		(230)		159
Accounts payable, accrued expenses, and other liabilities		(14,833)		(6,310)
NET CASH PROVIDED BY OPERATING ACTIVITIES		82,067		80,471
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(16,209)		(41,909)
Proceeds from sale of property and equipment		7,670		3,798
Purchases of short-term investments		(97,493)		(43,327)
Proceeds from sale of short-term investments		46,725		33,332
Capitalization of internally developed software		(6,495)		(5,535)
NET CASH USED IN INVESTING ACTIVITIES		(65,802)		(53,641)
FINANCING ACTIVITIES
Borrowings under credit facilities		180,000		—
Borrowings under accounts receivable securitization program		45,000		—
Proceeds from notes payable		—		9,552
Payments on long-term debt		(29,185)		(29,984)
Net change in book overdrafts		615		(4,398)
Payment of common stock dividends		(4,082)		(4,102)
Purchases of treasury stock		(3,162)		(5,171)
Payments for tax withheld on share-based compensation		(1,070)		(1,182)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		188,116		(35,285)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		204,381		(8,455)
Cash and cash equivalents at beginning of period		201,909		190,186
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	406,290	$	181,731
NONCASH INVESTING ACTIVITIES
Equipment financed	$	13,566	$	10,964
Accruals for equipment received	$	857	$	19,402
Lease liabilities arising from obtaining right-of-use assets	$	23,727	$	23,049

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ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

	Three Months Ended								Six Months Ended
	June 30								June 30
	2020				2019				2020				2019
	Unaudited
	($ thousands, except percentages)
REVENUES
Asset-Based	$	460,070			$	559,648			$	975,783			$	1,065,727
ArcBest		151,467				181,173				316,242				354,377
FleetNet		46,440				51,722				98,879				104,981
Total Asset-Light		197,907				232,895				415,121				459,358
Other and eliminations		(30,607)				(21,053)				(62,135)				(41,756)
Total consolidated revenues	$	627,370			$	771,490			$	1,328,769			$	1,483,329
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	248,995	54.1	%	$	297,016	53.1	%	$	532,833	54.6	%	$	577,292	54.2	%
Fuel, supplies, and expenses(1)		45,675	9.9			65,791	11.7			106,900	11.0			129,764	12.2
Operating taxes and licenses		11,629	2.5			12,214	2.2			24,423	2.5			24,612	2.3
Insurance		8,247	1.8			7,598	1.4			16,071	1.6			15,589	1.5
Communications and utilities(1)		4,342	1.0			4,500	0.8			9,053	0.9			9,117	0.8
Depreciation and amortization(1)		23,327	5.1			21,633	3.9			46,597	4.8			42,594	4.0
Rents and purchased transportation(1)		46,152	10.0			56,826	10.1			101,922	10.4			106,132	10.0
Shared services(1)		45,605	9.9			55,338	9.9			94,490	9.7			105,633	9.9
Gain on sale of property and equipment		(1,175)	(0.2)			(1,587)	(0.3)			(3,339)	(0.3)			(1,621)	(0.2)
Innovative technology costs(1)(2)		4,789	1.0			2,735	0.5			9,322	1.0			4,536	0.4
Other(1)		1,448	0.3			1,406	0.2			3,235	0.3			2,286	0.2
Total Asset-Based		439,034	95.4	%		523,470	93.5	%		941,507	96.5	%		1,015,934	95.3	%
ArcBest
Purchased transportation		125,090	82.6	%		147,552	81.4	%		262,272	82.9	%		287,657	81.2	%
Supplies and expenses		1,989	1.3			2,858	1.6			4,269	1.3			5,632	1.6
Depreciation and amortization(3)		2,449	1.6			3,055	1.7			4,919	1.6			6,206	1.7
Shared services		18,840	12.4			23,141	12.8			40,567	12.8			46,172	13.0
Other		1,796	1.2			2,445	1.3			4,321	1.4			4,858	1.4
		150,164	99.1	%		179,051	98.8	%		316,348	100.0	%		350,525	98.9	%
FleetNet		45,658	98.3	%		50,696	98.0	%		97,057	98.2	%		102,467	97.6	%
Total Asset-Light		195,822				229,747				413,405				452,992
Other and eliminations		(27,911)				(16,927)				(54,387)				(29,388)
Total consolidated operating expenses	$	606,945	96.7	%	$	736,290	95.4	%	$	1,300,525	97.9	%	$	1,439,538	97.0	%
OPERATING INCOME (LOSS)
Asset-Based	$	21,036			$	36,178			$	34,276			$	49,793
ArcBest		1,303				2,122				(106)				3,852
FleetNet		782				1,026				1,822				2,514
Total Asset-Light		2,085				3,148				1,716				6,366
Other and eliminations(4)		(2,696)				(4,126)				(7,748)				(12,368)
Total consolidated operating income	$	20,425			$	35,200			$	28,244			$	43,791

1) Beginning in third quarter 2019, the presentation of Asset-Based segment expenses was modified to present innovative technology costs as a separate operating expense line item. Previously, innovative technology costs incurred directly by the segment or allocated through shared services were categorized in individual segment expense line items. Certain reclassifications have been made to the prior period operating segment expenses to conform to the current year presentation. There was no impact on the segment’s total expenses as a result of the reclassifications.

2) Represents costs associated with the freight handling pilot test program at ABF Freight.

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

4) “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, including innovative technology costs.

8

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
	2020		2019			2020		2019
ArcBest Corporation - Consolidated	(Unaudited)
	($ thousands, except per share data)
Operating Income
Amounts on GAAP basis	$	20,425	$	35,200	$	28,244	$	43,791
Innovative technology costs, pre-tax(1)		4,699		3,619		9,299		6,377
Non-GAAP amounts	$	25,124	$	38,819	$	37,543	$	50,168
Net Income
Amounts on GAAP basis	$	15,880	$	24,376	$	17,782	$	29,264
Innovative technology costs, after-tax (includes related financing costs)(1)		3,637		2,753		7,207		4,848
Nonunion pension expense, including settlement, after-tax(2)		—		377		66		1,664
Life insurance proceeds and changes in cash surrender value		(2,560)		(542)		1,245		(2,156)
Tax expense from vested RSUs(3)		659		410		679		408
Non-GAAP amounts	$	17,616	$	27,374	$	26,979	$	34,028
Diluted Earnings Per Share
Amounts on GAAP basis	$	0.61	$	0.92	$	0.68	$	1.10
Innovative technology costs, after-tax (includes related financing costs)(1)		0.14		0.10		0.27		0.18
Nonunion pension expense, including settlement, after-tax(2)		—		0.01		—		0.06
Life insurance proceeds and changes in cash surrender value		(0.10)		(0.02)		0.05		(0.08)
Tax expense from vested RSUs(3)		0.03		0.02		0.03		0.02
Non-GAAP amounts(4)	$	0.67	$	1.04	$	1.03	$	1.28

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

2) For the six months ended June 30, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three and six months ended June 30, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used 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 benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019.

3) The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense during the three and six months ended June 30, 2020 and 2019.

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

9

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

	Three Months Ended								Six Months Ended
	June 30								June 30
	2020				2019				2020				2019
Segment Operating Income Reconciliations	(Unaudited)
	($ thousands, except percentages)
Asset-Based Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	21,036	95.4	%	$	36,178	93.5	%	$	34,276	96.5	%	$	49,793	95.3	%
Innovative technology costs, pre-tax(1)		4,789	(1.0)			2,735	(0.5)			9,322	(1.0)			4,536	(0.4)
Non-GAAP amounts	$	25,825	94.4	%	$	38,913	93.0	%	$	43,598	95.5	%	$	54,329	94.9	%
Other and Eliminations
Operating Loss ($)
Amounts on GAAP basis	$	(2,696)			$	(4,126)			$	(7,748)			$	(12,368)
Innovative technology costs, pre-tax(1)		(90)				884				(23)				1,841
Non-GAAP amounts	$	(2,786)			$	(3,242)			$	(7,771)			$	(10,527)

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

10

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, 2020
			Other		Income		Income
	Operating		Income		Before Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	20,425	$	309	$	20,734	$	4,854	$	15,880	23.4	%
Innovative technology costs(1)		4,699		199		4,898		1,261		3,637	25.7
Life insurance proceeds and changes in cash surrender value		—		(2,560)		(2,560)		—		(2,560)	—
Tax expense from vested RSUs(3)		—		—		—		(659)		659	—
Non-GAAP amounts	$	25,124	$	(2,052)	$	23,072	$	5,456	$	17,616	23.6	%

	Six Months Ended June 30, 2020
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	28,244	$	(5,125)	$	23,119	$	5,337	$	17,782	23.1	%
Innovative technology costs(1)		9,299		406		9,705		2,498		7,207	25.7
Nonunion pension expense, including settlement(2)		—		89		89		23		66	25.8
Life insurance proceeds and changes in cash surrender value		—		1,245		1,245		—		1,245	—
Tax expense from vested RSUs(3)		—		—		—		(679)		679	—
Non-GAAP amounts	$	37,543	$	(3,385)	$	34,158	$	7,179	$	26,979	21.0	%

	Three Months Ended June 30, 2019
			Other		Income		Income
	Operating		Income		Before Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	35,200	$	(1,640)	$	33,560	$	9,184	$	24,376	27.4	%
Innovative technology costs(1)		3,619		—		3,619		866		2,753	23.9
Nonunion pension expense, including settlement(2)		—		507		507		130		377	25.6
Life insurance proceeds and changes in cash surrender value		—		(542)		(542)		—		(542)	—
Tax expense from vested RSUs(3)		—		—		—		(410)		410	—
Non-GAAP amounts	$	38,819	$	(1,675)	$	37,144	$	9,770	$	27,374	26.3	%

	Six Months Ended June 30, 2019
			Other		Income Before		Income
	Operating		Income		Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	43,791	$	(3,635)	$	40,156	$	10,892	$	29,264	27.1	%
Innovative technology costs(2)		6,377		—		6,377		1,529		4,848	24.0
Nonunion pension expense, including settlement(2)		—		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 expense from vested RSUs(3)		—		—		—		(408)		408	—
Non-GAAP amounts	$	50,168	$	(3,550)	$	46,618	$	12,590	$	34,028	27.0	%

1) Represents costs associated with the freight handling pilot test program at ABF Freight.

2) For the six months ended June 30, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three and six months ended June 30, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used 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 benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019.

3) The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense during the three and six months ended June 30, 2020 and 2019.

4) Tax rate for total “Amounts on GAAP basis” represents the effective tax rate. The tax effects of non-GAAP adjustments are calculated based on the statutory rate applicable to each item based on tax jurisdiction, unless the nature of the item requires the tax effect to be estimated by applying a specific tax treatment.

11

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
	2020		2019		2020		2019
	(Unaudited)
ArcBest Corporation - Consolidated Adjusted EBITDA	($ thousands)
Net Income	$	15,880	$	24,376	$	17,782	$	29,264
Interest and other related financing costs		3,378		2,811		6,325		5,693
Income tax provision		4,854		9,184		5,337		10,892
Depreciation and amortization		29,086		27,434		58,099		53,971
Amortization of share-based compensation		2,890		2,801		5,071		4,859
Amortization of net actuarial (gains) losses of benefit plans and pension settlement expense(1)		(148)		586		(204)		2,340
Consolidated Adjusted EBITDA	$	55,940	$	67,192	$	92,410	$	107,019

1) The six months ended June 30, 2020 includes pre-tax pension settlement expense of $0.1 million related to the Company’s supplemental benefit plan. The three and six months ended June 30, 2019 includes pre-tax pension settlement expense of $0.3 million and $1.6 million, respectively, related to the Company’s nonunion defined benefit pension plan for which plan termination was completed as of December 31, 2019.

	Three Months Ended				Six Months Ended
	June 30				June 30
	2020		2019		2020		2019
Asset-Light Adjusted EBITDA	(Unaudited)
	($ thousands)
ArcBest
Operating Income (Loss)	$	1,303	$	2,122	$	(106)	$	3,852
Depreciation and amortization(2)		2,449		3,055		4,919		6,206
Adjusted EBITDA	$	3,752	$	5,177	$	4,813	$	10,058
FleetNet
Operating Income	$	782	$	1,026	$	1,822	$	2,514
Depreciation and amortization		402		333		793		650
Adjusted EBITDA	$	1,184	$	1,359	$	2,615	$	3,164
Total Asset-Light
Operating Income	$	2,085	$	3,148	$	1,716	$	6,366
Depreciation and amortization(2)		2,851		3,388		5,712		6,856
Adjusted EBITDA	$	4,936	$	6,536	$	7,428	$	13,222

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

12

ARCBEST CORPORATION

OPERATING STATISTICS

	Three Months Ended					Six Months Ended
	June 30					June 30
	2020		2019		% Change	2020		2019		% Change
	(Unaudited)
Asset-Based
Workdays		63.5		63.5			127.5		126.5
Billed Revenue(1) / CWT	$	33.69	$	35.11	(4.0%)	$	33.41	$	34.90	(4.3%)
Billed Revenue(1) / Shipment	$	423.39	$	443.94	(4.6%)	$	425.73	$	431.40	(1.3%)
Shipments		1,103,106		1,272,317	(13.3%)		2,306,522		2,483,104	(7.1%)
Shipments / Day		17,372		20,036	(13.3%)		18,090		19,629	(7.8%)
Tonnage (Tons)		693,192		804,487	(13.8%)		1,469,660		1,534,897	(4.3%)
Tons / Day		10,916		12,669	(13.8%)		11,527		12,134	(5.0%)
Pounds / Shipment		1,257		1,265	(0.6%)		1,274		1,236	3.1%
Average Length of Haul (Miles)		1,084		1,040	4.2%		1,062		1,032	2.9%

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, 2020		June 30, 2020
	(Unaudited)
ArcBest(2)
Revenue / Shipment		(2.1%)		(2.6%)
Shipments / Day		(23.4%)		(16.8%)

2) Statistical data related to managed transportation solutions transactions are not included in the presentation of operating statistics for the ArcBest 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 second quarter 2020 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.

Summary Operating and Financial Impacts

(Additional Detailed Information follows)

Asset-Based Segment

2Q’20 Year-over-Year Yield Metrics

● Increase in 2Q’20 Billed Rev/Cwt on LTL-rated freight, excluding fuel surcharges: slightly positive. Pricing on traditional published LTL-rated business, excluding fuel surcharge, improved by a percentage in the high-single digits when compared to 2Q’19 and increased on a sequential basis compared to 1Q’20

● Average increase on Contract renewals and Deferred Pricing agreements negotiated during 2Q’20: +3.2%

2Q’20 and July 2020 Year-over-Year Monthly Total Daily Business Trends

	April 2020			May 2020			June 2020			July MTD 2020*
Billed Revenue/Day**		-20.8	%		-18.1	%		-14.1	%		-7	%
Tons/Day		-14.3	%		-14.2	%		-13.6	%		-5	%
Shipments/Day		-16.1	%		-13.7	%		-10.4	%		-6	%

2Q’20 and July 2020 Sequential Monthly Total Daily Business Trends

	April 2020			May 2020			June 2020			July MTD 2020*
Billed Revenue/Day**		-16.9	%		+8.9	%		+12.4	%		+4	%
Tons/Day		-15.0	%		+6.1	%		+7.0	%		+4	%
Shipments/Day		-9.4	%		+3.4	%		+5.4	%		+3	%

*As of July 27, 2020.  Statistics for the full month of July 2020 have not been finalized.

**Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue per day has not been adjusted for the portion of revenue deferred for financial statement purposes.

1

July 2020 Business Update

While the year-over-year business level comparison continued to be impacted by the COVID-19 pandemic, demand for Asset-Based services sequentially improved during the quarter and through July 2020. See tables above for July 2020 revenue, tonnage and shipment metric comparisons.

Statistics for July 2020 have not been finalized. Preliminary Asset-Based financial metrics and business trends for July 2020, compared to the same period last year, are as follows:

● Total Tonnage/Day decreased approximately 5% with low single digit percentage decreases in LTL-rated tonnage and double-digit percentage decreases in truckload-rated spot shipment tonnage moving in the Asset-Based network.  Tonnage comparisons with the previous year have been positively impacted by initiatives to fill available Asset-Based equipment capacity with transactional shipments.

● Total Billed Revenue/CWT decreased approximately 2%, impacted by lower fuel surcharges and freight mix changes.  Billed revenue per hundredweight excluding fuel surcharge on LTL-rated shipments, was flat and was driven by profile changes, related to the addition of transactional shipments.

● Pricing on traditional published LTL-rated business, excluding fuel surcharge, increased by a percentage in the high-single digits compared to July 2019.  In addition, the average increases on contractual renewals and Deferred Pricing agreements negotiated so far in July 2020 are greater than those obtained in the second quarter.

● Total Billed Revenue/Shipment decreased approximately 1% while Billed Revenue/LTL-rated Shipment was flat with the prior year period.

● Total Weight/Shipment increased approximately 1% and LTL-rated Weight/Shipment increased approximately 4%, reflecting the addition of heavier transactional shipments.

● Asset-Based shared services costs in the third quarter of 2020 are expected to be in an approximate range of $55 million to $58 million compared to $46 million in second quarter 2020 and $56 million in third quarter 2019.  The sequential increase from second quarter 2020 reflects the effect of restoring compensation rates and related costs beginning in July.

● 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.  However, due to the impact of the COVID-19 pandemic, the 2020 sequential operating ratio comparison for this period may not be comparable to historic trends, depending on business levels through September.

3Q’20 Other Items

● 64 Working Days, compared to 63.5 working days in 3Q’19

● Projected Innovative Technology Costs in our Asset-Based business associated with the freight handling pilot test program at ABF Freight (non-GAAP item): $5 million vs. $5 million in 3Q’19

2

Asset-Light ArcBest Operating Segment [Excluding FleetNet]

2Q’20 and July 2020 Year-over-Year Monthly Total Daily Business Trends

	April 2020			May 2020			June 2020			July MTD 2020*
Revenue/Day		-17.7	%		-11.9	%		-20.0	%		Flat
Shipments/Day**		-28.8	%		-21.4	%		-21.0	%		-9	%

*As of July 27, 2020.  Statistics for the full month of July 2020 have not been finalized.

**Shipments related to managed transportation solutions transactions are excluded from the Shipments/Day metric.

The COVID-19 pandemic has resulted in lower volumes through July 2020 versus the same prior-year period.

Statistics for July 2020 have not been finalized. Preliminary financial metrics and business trends for July 2020, compared to the same period last year, are as follows:

● Purchased transportation expense per day increased approximately 3%.

● Purchased transportation expense represented approximately 84.5% of revenues compared to 82% of revenues in the same prior-year period.  

● Purchased transportation rates have increased due to tightness in capacity markets, resulting in margin compression.

2Q’20 and July 2020 Sequential Monthly Total Daily Business Trends

	April 2020			May 2020			June 2020			July MTD 2020*
Revenue/Day		-17.1	%		+12.2	%		+6.2	%		+20	%
Shipments/Day**		-21.6	%		+16.9	%		+10.1	%		+5	%

*As of July 27, 2020.  Statistics for the full month of July 2020 have not been finalized.

**Shipments related to managed transportation solutions transactions are excluded from the Shipments/Day metric.

ArcBest Consolidated

3Q’20 – Projected

● Loss in the “Other and eliminations” segment (non-GAAP basis): $4 million vs. $4 million in 3Q’19

● Interest Expense, net of Interest Income: $2 million vs. $1 million in 3Q’19

● Expense in the “Other, net” line (non-GAAP basis): $0.1 million vs. $0.6 million in 3Q’19

FY’20 – Projected

● Loss in the “Other and eliminations” segment (non-GAAP basis): $17 million vs. $21 million in 2019

● Expense in the “Other, net” line (non-GAAP basis): $0.2 million vs. $1.6 million in 2019

3

ArcBest Consolidated Capital Expenditures

FY’20 – Projected (previously disclosed in a Form 8-K filed April 7, 2020)

● Total Net Capital Expenditures, including financed equipment: $95 million to $100 million

● Includes revenue equipment purchases (majority for Asset-Based segment): $64 million

● Depreciation and amortization costs on property, plant and equipment: approximately $110 million

● Intangible asset amortization: $4 million  

Additional Detailed Information

Asset-Based Segment

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 are eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount is on a GAAP basis. The potential bonus would be based on full-year union employee earnings. While impacted by business and associated labor levels which are subject to change, the estimate of one percent of the annual earnings for the ABF Freight union employees who are eligible for this benefit approximates $5 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 (GAAP basis)	Bonus Amount
95.1 to 96.0	1%
93.1 to 95.0	2%
93.0 and below	3%

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ArcBest Consolidated

Tax Rate

ArcBest’s second quarter 2020 and 2019 effective GAAP tax rates were 23.4% and 27.4%, respectively.  The “Effective Tax Rate Reconciliation” table on Page 11 of ArcBest’s second quarter 2020 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 23.6% for second quarter 2020 and 26.3% for second quarter 2019 were used to calculate the non-GAAP net income and EPS amounts for the respective quarters.  ArcBest currently expects the full year 2020 tax rate to be approximately 23% to 24%, while the effective rate in any quarter may be impacted by items discrete to that period.  This range is lower than the expected range at the beginning of the year primarily reflecting changes in pretax income levels, certain tax credits and lower nondeductible expenses as a result of reduced travel-related costs experienced during the pandemic.

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

The “Other and eliminations” line 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, yield, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal and other company-wide services. Shared services are primarily allocated to the reporting segments based upon resource utilization-related metrics, such as shipment levels, and therefore fluctuate with business levels. As a result, the loss in this line tends to be higher in periods when business levels are lower, and consequently allocations to operating segments are lower, which is typically during the first and fourth quarters of the year.

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

Subsequent to the September 30, 2019 substantial liquidation of ArcBest’s nonunion pension plan, the “Other, net” line of ArcBest’s income statement primarily includes the costs associated with postretirement plans and changes in cash surrender value of life insurance.  After excluding non-GAAP items detailed in the table below, ArcBest expects the non-GAAP “Other net” expense to approximate $0.1 million in third quarter 2020 and $0.2 million for full year 2020 versus $0.6 million in third quarter 2019 and $1.6 million for full year 2019.  The lower expense in 2020 as compared to 2019 is primarily due to lower expected postretirement plan expense.

Changes in cash surrender value of life insurance reflected an increase of $2.6 million in second quarter 2020 compared to an increase of $0.5 million in second quarter 2019.  This change was an indication of the significant second quarter 2020 market gains experienced on these assets. ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.

	Three Months Ended
	June 30
	2020		2019
	(in millions)
Other, net - income (costs)
Amounts on GAAP basis	$	2.7	$	(0.4)
Non-GAAP Adjustments:
Nonunion pension expense, including settlement, pre-tax		—		0.5
Life insurance proceeds and losses/(gains) in cash surrender value(1)		(2.6)		(0.5)
Non-GAAP amounts	$	0.1	$	(0.4)

1) Amounts in parentheses indicate gains.

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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; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; relationships with employees, including unions, and our ability to attract, retain, and develop 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; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; 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; governmental regulations; environmental laws and regulations, including emissions-control regulations; union 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; maintaining our intellectual property rights, brand, and corporate reputation; 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; 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, fuel, and related taxes; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of 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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XML

Document and Entity Information	Jul. 29, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 29, 2020
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	0-19969
Entity Tax Identification Number	71-0673405
Entity Address, Address Line One	8401 McClure Drive
Entity Address, City or Town	Fort Smith
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72916
City Area Code	479
Local Phone Number	785-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ARCB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894405
Amendment Flag	false