10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2022

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

For the transition period from                          to                         

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 71-0673405 (I.R.S. 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)

Not Applicable

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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

Class	Outstanding at July 29, 2022
Common Stock, $0.01 par value	24,529,070 shares

ARCBEST CORPORATION

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — June 30, 2022 and December 31, 2021	3
	Consolidated Statements of Operations — For the Three and Six Months ended June 30, 2022 and 2021	4
	Consolidated Statements of Comprehensive Income — For the Three and Six Months ended June 30, 2022 and 2021	5
	Consolidated Statement of Stockholders’ Equity — For the Three and Six Months ended June 30, 2022 and 2021	6
	Consolidated Statement of Cash Flows — For the Three and Six Months ended June 30, 2022 and 2021	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54
SIGNATURES		56

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2022		2021
	(Unaudited)
	(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	127,058	$	76,620
Short-term investments		76,802		48,339
Accounts receivable, less allowances (2022 – $15,991; 2021 – $13,226)		659,672		582,344
Other accounts receivable, less allowances (2022 – $703; 2021 – $690)		18,612		13,094
Prepaid expenses		32,353		40,104
Prepaid and refundable income taxes		10,310		9,654
Other		10,750		5,898
TOTAL CURRENT ASSETS		935,557		776,053
PROPERTY, PLANT AND EQUIPMENT
Land and structures		356,149		350,694
Revenue equipment		993,008		980,283
Service, office, and other equipment		276,965		251,085
Software		179,195		175,989
Leasehold improvements		20,189		16,931
		1,825,506		1,774,982
Less allowances for depreciation and amortization		1,115,887		1,079,061
PROPERTY, PLANT AND EQUIPMENT, net		709,619		695,921
GOODWILL		299,075		300,337
INTANGIBLE ASSETS, net		120,145		126,580
OPERATING RIGHT-OF-USE ASSETS		124,086		106,686
DEFERRED INCOME TAXES		5,655		5,470
OTHER LONG-TERM ASSETS		99,569		101,629
TOTAL ASSETS	$	2,293,706	$	2,112,676
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	346,051	$	311,401
Income taxes payable		17,110		12,087
Accrued expenses		304,425		305,851
Current portion of long-term debt		56,049		50,615
Current portion of operating lease liabilities		24,534		22,740
TOTAL CURRENT LIABILITIES		748,169		702,694
LONG-TERM DEBT, less current portion		169,356		174,917
OPERATING LEASE LIABILITIES, less current portion		104,253		88,835
POSTRETIREMENT LIABILITIES, less current portion		16,694		16,733
OTHER LONG-TERM LIABILITIES		132,930		135,537
DEFERRED INCOME TAXES		59,092		64,893
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2022: 29,614,798 shares, 2021: 29,359,597 shares		296		294
Additional paid-in capital		340,035		318,033
Retained earnings		968,417		801,314
Treasury stock, at cost, 2022: 5,109,030 shares; 2021: 4,492,514 shares		(250,510)		(194,273)
Accumulated other comprehensive income		4,974		3,699
TOTAL STOCKHOLDERS’ EQUITY		1,063,212		929,067
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,293,706	$	2,112,676

See notes to consolidated financial statements.

3

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(Unaudited)
	(in thousands, except share and per share data)
REVENUES	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
OPERATING EXPENSES		1,255,583		874,674		2,495,729		1,671,696
OPERATING INCOME		137,346		74,299		232,274		106,490
OTHER INCOME (COSTS)
Interest and dividend income		361		322		467		714
Interest and other related financing costs		(1,863)		(2,274)		(3,802)		(4,702)
Other, net		(2,807)		1,111		(3,633)		2,303
		(4,309)		(841)		(6,968)		(1,685)
INCOME BEFORE INCOME TAXES		133,037		73,458		225,306		104,805
INCOME TAX PROVISION		30,576		12,477		53,276		20,463
NET INCOME	$	102,461	$	60,981	$	172,030	$	84,342
EARNINGS PER COMMON SHARE
Basic	$	4.16	$	2.38	$	6.98	$	3.30
Diluted	$	4.00	$	2.27	$	6.68	$	3.13
AVERAGE COMMON SHARES OUTSTANDING
Basic		24,607,362		25,586,353		24,658,739		25,522,453
Diluted		25,596,031		26,910,796		25,756,314		26,926,133

See notes to consolidated financial statements.

4

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(Unaudited)
	(in thousands)
NET INCOME	$	102,461	$	60,981	$	172,030	$	84,342
OTHER COMPREHENSIVE INCOME (LOSS), net of tax
Postretirement benefit plans:
Amortization of unrecognized net periodic benefit costs, net of tax of: (2022 – Three-month period $49, Six-month period $97; 2021 – Three-month period $34, Six-month period $69)
Net actuarial gain		(140)		(100)		(281)		(200)
Interest rate swap and foreign currency translation:
Change in unrealized income on interest rate swap, net of tax of: (2022 – Three-month period $121, Six-month period $638; 2021 – Three-month period $59, Six-month period $263)		344		166		1,802		741
Change in foreign currency translation, net of tax of: (2022 – Three-month period $194, Six-month period $86; 2021 – Three-month period $215, Six-month period $333)		(553)		612		(246)		941
OTHER COMPREHENSIVE INCOME (LOSS), net of tax		(349)		678		1,275		1,482
TOTAL COMPREHENSIVE INCOME	$	102,112	$	61,659	$	173,305	$	85,824

See notes to consolidated financial statements.

5

ARCBEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

	Six Months Ended June 30, 2022
											Accumulated
				Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares	Amount		Capital		Earnings		Shares	Amount		Income		Equity
	(Unaudited)
	(in thousands)
Balance at December 31, 2021	29,360	$	294	$	318,033	$	801,314	4,493	$	(194,273)	$	3,699	$	929,067
Net income							69,569							69,569
Other comprehensive income, net of tax												1,624		1,624
Issuance of common stock under share-based compensation plans	25		—		—									—
Shares withheld for employee tax remittance on share-based compensation					(1,367)									(1,367)
Share-based compensation expense					2,763									2,763
Purchase of treasury stock								194		(16,506)				(16,506)
Forward contract for accelerated share repurchases					25,000			214		(25,000)				—
Dividends declared on common stock							(1,978)							(1,978)
Balance at March 31, 2022	29,385	$	294	$	344,429	$	868,905	4,901	$	(235,779)	$	5,323	$	983,172
Net income							102,461							102,461
Other comprehensive loss, net of tax												(349)		(349)
Issuance of common stock under share-based compensation plans	230		2		(2)									—
Shares withheld for employee tax remittance on share-based compensation					(8,270)									(8,270)
Share-based compensation expense					3,878									3,878
Purchase of treasury stock								208		(14,731)				(14,731)
Dividends declared on common stock							(2,949)							(2,949)
Balance at June 30, 2022	29,615	$	296	$	340,035	$	968,417	5,109	$	(250,510)	$	4,974	$	1,063,212

	Six Months Ended June 30, 2021
											Accumulated
				Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares	Amount		Capital		Earnings		Shares	Amount		Income		Equity
	(Unaudited)
	(in thousands)
Balance at December 31, 2020	29,045	$	290	$	342,354	$	595,932	3,657	$	(111,173)	$	1,190	$	828,593
Net income							23,361							23,361
Other comprehensive income, net of tax												804		804
Issuance of common stock under share-based compensation plans	12		1		(1)									—
Shares withheld for employee tax remittance on share-based compensation					(165)									(165)
Share-based compensation expense					2,354									2,354
Purchase of treasury stock								15		(1,001)				(1,001)
Dividends declared on common stock							(2,037)							(2,037)
Balance at March 31, 2021	29,057	$	291	$	344,542	$	617,256	3,672	$	(112,174)	$	1,994	$	851,909
Net income							60,981							60,981
Other comprehensive income, net of tax												678		678
Issuance of common stock under share-based compensation plans	261		2		(2)									—
Shares withheld for employee tax remittance on share-based compensation					(9,601)									(9,601)
Share-based compensation expense					3,324									3,324
Purchase of treasury stock								111		(7,099)				(7,099)
Dividends declared on common stock							(2,058)							(2,058)
Balance at June 30, 2021	29,318	$	293	$	338,263	$	676,179	3,783	$	(119,273)	$	2,672	$	898,134

See notes to consolidated financial statements.

6

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2022		2021
	(Unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income	$	172,030	$	84,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		63,690		58,709
Amortization of intangibles		6,463		1,927
Share-based compensation expense		6,641		5,678
Provision for losses on accounts receivable		3,583		(334)
Change in deferred income taxes		(6,371)		(7,612)
Gain on sale of property and equipment		(4,073)		(8,408)
Gain on sale of subsidiary		(402)		(6,923)
Changes in operating assets and liabilities:
Receivables		(87,092)		(37,745)
Prepaid expenses		7,477		1,419
Other assets		72		25
Income taxes		4,211		12,275
Operating right-of-use assets and lease liabilities, net		114		761
Accounts payable, accrued expenses, and other liabilities		18,280		41,786
NET CASH PROVIDED BY OPERATING ACTIVITIES		184,623		145,900
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(49,682)		(25,395)
Proceeds from sale of property and equipment		9,115		10,864
Proceeds from sale of subsidiary		475		9,013
Purchases of short-term investments		(64,330)		(43,690)
Proceeds from sale of short-term investments		35,840		49,165
Capitalization of internally developed software		(8,541)		(9,477)
Business acquisition, net of cash acquired		2,279		—
NET CASH USED IN INVESTING ACTIVITIES		(74,844)		(9,520)
FINANCING ACTIVITIES
Borrowings under credit facilities		58,000		—
Proceeds from notes payable		7,280		—
Payments on long-term debt		(84,905)		(54,643)
Net change in book overdrafts		6,085		(922)
Deferred financing costs		—		(189)
Payment of common stock dividends		(4,927)		(4,095)
Purchases of treasury stock		(31,237)		(8,100)
Payments for tax withheld on share-based compensation		(9,637)		(9,766)
NET CASH USED IN FINANCING ACTIVITIES		(59,341)		(77,715)
NET INCREASE IN CASH AND CASH EQUIVALENTS		50,438		58,665
Cash and cash equivalents at beginning of period		76,620		303,954
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	127,058	$	362,619
NONCASH INVESTING ACTIVITIES
Equipment financed	$	19,498	$	8,138
Accruals for equipment received	$	7,574	$	5,984
Lease liabilities arising from obtaining right-of-use assets	$	30,210	$	6,051

See notes to consolidated financial statements.

7

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

ArcBest Corporation^™ (the “Company”) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. The Company’s operations are conducted through its three reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); ArcBest, the Company’s asset-light logistics operation; and FleetNet. References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The Asset-Based segment represented approximately 54% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, 2022. As of June 2022, approximately 82% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2018 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023.

On November 1, 2021, the Company acquired MoLo Solutions, LLC (“MoLo”). As a result of the acquisition, MoLo^® became a wholly owned subsidiary of the Company. The acquired operations are reported within the ArcBest segment of the Company’s Asset-Light operations (see Note K). The fair value measurements related to MoLo reflected in the accompanying consolidated financial statements are preliminary, as fair values of acquired assets and liabilities assumed are subject to revision during the measurement period if information becomes available that warrants further adjustments. See Note C for further discussion of the MoLo acquisition.

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2021 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

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

Accounting Pronouncements Not Yet Adopted

Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s current financial statements.

8

NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

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

	June 30		December 31
	2022		2021
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	71,987	$	72,790
Variable rate demand notes(1)(2)		231		230
Money market funds(3)		54,840		3,600
Total cash and cash equivalents	$	127,058	$	76,620
Short-term investments
Certificates of deposit(1)	$	37,047	$	48,339
U.S. Treasury securities(4)		39,755		—
Total short-term investments	$	76,802	$	48,339

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

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

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

(4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year.

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

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its short-term investments primarily in FDIC-insured certificates of deposit. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At June 30, 2022 and December 31, 2021, cash, cash equivalents, and short-term investments totaling $95.5 million and $42.6 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government.

Fair Value Disclosure of Financial Instruments

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

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

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

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

9

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

	June 30				December 31
	2022				2021
	(in thousands)
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Credit Facility(1)	$	50,000	$	50,000	$	50,000	$	50,000
Notes payable(2)		175,405		167,156		175,530		175,937
New England Pension Fund withdrawal liability(3)		20,438		20,430		20,769		23,521
	$	245,843	$	237,586	$	246,299	$	249,458

(1) The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

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

(3) ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 4.5% and 3.1% at June 30, 2022 and December 31, 2021, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of June 30, 2022, the outstanding withdrawal liability totaled $20.4 million, of which $0.7 million and $19.7 million was recorded in accrued expenses and the other long-term liabilities, respectively.

10

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

	June 30, 2022
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	54,840	$	54,840	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,701		3,701		—		—
Interest rate swaps(3)		2,859		—		2,859		—
	$	61,400	$	58,541	$	2,859	$	—
Liabilities:
Contingent consideration(4)		94,510		—		—		94,510
	$	94,510	$	—	$	—	$	94,510

	December 31, 2021
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	3,600	$	3,600	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,848		3,848		—		—
Interest rate swaps(3)		874		—		874		—
	$	8,322	$	7,448	$	874	$	—
Liabilities:
Interest rate swaps(3)	$	455	$	—	$	455	$	—
Contingent consideration(4)		93,700		—		—		93,700
	$	94,155	$	—	$	455	$	93,700

(1) Included in cash and cash equivalents.

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

(3) Included in other long-term assets or other long-term liabilities. The fair values of the interest rate swaps were determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2022 and December 31, 2021 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy.

(4) Included in other long-term liabilities, based on when expected payouts become due. The estimated fair value of contingent consideration for the earn-out agreement related to the November 2021 acquisition of MoLo was determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and earnings before interest, taxes, depreciation and amortization to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 10.6% and 9.0% as of June 30, 2022 and December 31, 2021, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date.

11

The following table provides the changes in fair value of the liabilities measured at fair value using inputs categorized in Level 3 of the fair value hierarchy:

	Contingent Consideration
	(in thousands)
Balances at December 31, 2021	$	93,700
Change in fair value included in operating income		810
Balances at June 30, 2022	$	94,510

NOTE C – ACQUISITION

On November 1, 2021 (the “acquisition date”), the Company acquired MoLo Solutions, LLC (“MoLo”), a Chicago-based truckload freight brokerage company, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 29, 2021. As of June 30, 2022, net cash consideration related to the transaction totaled $235.9 million, which is subject to certain post-closing adjustments. The Company funded the initial purchase price with cash on hand on November 1, 2021, and received $2.3 million from escrow related to certain post-closing adjustments during the six months ended June 30, 2022, which is reported in the accompanying consolidated statements of cash flows as business acquisition, net of cash acquired. The Merger Agreement provides for certain additional cash consideration to be paid by the Company based on the achievement of certain incremental targets of adjusted earnings before interest, taxes, depreciation and amortization for each of the years ended December 31, 2023, 2024, and 2025. At 100% of the target, the cumulative additional consideration for years 2023 through 2025 would be $215.0 million, with the possible undiscounted cash consideration due ranging from a total of $95.0 million at 80% of target to $455.0 million at 300% of target, as outlined in the Merger Agreement.

The following table represents the components of the total purchase consideration for the acquisition of MoLo. The Company recorded the estimated fair value of the contingent consideration at the acquisition date as a part of the purchase price consideration for the acquisition. The purchase consideration is preliminary and is dependent on final post-closing adjustments and finalization of working capital balances.

	Purchase
	Consideration
	(in thousands)
Net cash consideration, including estimated post-closing adjustments	$	235,903
Contingent consideration		93,700
Total purchase consideration	$	329,603

The results of MoLo’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements, with the acquired operations included within the ArcBest operating segment (see Note K). The acquisition of MoLo enhances the scale of the Company’s truckload brokerage services by providing additional truckload capacity, support, and expertise in the Company’s Asset-Light operations and increasing cross-selling potential.

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The following table summarizes the estimated fair values of the acquired assets and liabilities assumed at the acquisition date, including measurement period adjustments related to working capital. The Company is in the process of making a final determination of acquired assets and liabilities, with remaining matters primarily related to finalization of working capital balances, and thus, the provisional measurements are subject to change.

	Purchase
	Allocation
	(in thousands)
Accounts receivable	$	134,622
Prepaid expenses		468
Property and equipment		2,309
Operating lease right-of-use assets		844
Intangible assets		76,900
Other assets		170
Total identifiable assets acquired		215,313
Accounts payable		94,461
Accrued expenses and other current liabilities		2,973
Operating lease liabilities		983
Total liabilities		98,417
Total identifiable net assets		116,896
Goodwill		212,707
Net assets acquired	$	329,603

The MoLo acquisition has been accounted for as a business combination using the acquisition method of accounting. The total purchase consideration to acquire MoLo has been allocated to the assets acquired and liabilities assumed as of November 1, 2021, with the excess purchase price recorded as goodwill. See Note D for further discussion of acquired goodwill and intangible assets.

NOTE D – GOODWILL AND INTANGIBLE ASSETS

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

	Total		ArcBest		FleetNet
	(in thousands)
Balances at December 31, 2021	$	300,337	$	299,707	$	630
Purchase accounting adjustments(1)		(1,262)		(1,262)		—
Balances at June 30, 2022	$	299,075	$	298,445	$	630

(1) Purchase accounting adjustments related to the MoLo acquisition represent adjustments to the acquired balance of working capital. As noted in Note C, goodwill related to the November 1, 2021 acquisition of MoLo is based on preliminary information as of June 30, 2022.

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Intangible assets consisted of the following:

		June 30, 2022						December 31, 2021
	Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	12	$	100,321	$	39,352	$	60,969	$	100,321	$	35,072	$	65,249
Other	8		30,363		3,487		26,876		30,335		1,304		29,031
	11		130,684		42,839		87,845		130,656		36,376		94,280
Indefinite-lived intangible assets
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300
Total intangible assets	N/A	$	162,984	$	42,839	$	120,145	$	162,956	$	36,376	$	126,580

The future amortization for intangible assets acquired through business acquisitions as of June 30, 2022 was as follows:

	Amortization of
	Intangible Assets
	(in thousands)
Remainder of 2022	$	6,458
2023		12,826
2024		12,793
2025		12,778
2026		8,671
Thereafter		34,319
Total amortization	$	87,845

NOTE E – INCOME TAXES

The effective tax rate was 23.0% and 23.6% for the three and six months ended June 30, 2022, respectively, compared to 17.0% and 19.5% for the same periods of  2021. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax.

For the three and six months ended June 30, 2022 and 2021, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, federal research and development tax credits, changes in tax valuation allowances, and tax benefit from the vesting of stock awards.

As of June 30, 2022, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at June 30, 2022 and concluded that, other than for certain deferred tax assets related to foreign and state tax credit carryforwards and state net operating losses, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies. Valuation allowances for deferred tax assets totaled $2.3 million and $2.2 million at June 30, 2022 and December 31, 2021, respectively.

The Company paid federal, state, and foreign income taxes of $56.4 million and and $15.3 million during the six months ended June 30, 2022 and 2021, respectively. The Company received refunds of federal and state income taxes that were paid in prior years of $1.2 million and less than $0.1 during the six months ended June 30, 2022 and 2021, respectively.

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NOTE F – LEASES

The Company leases, under finance and operating lease arrangements, certain facilities used primarily in the Asset-Based segment service center operations, certain revenue equipment used in the ArcBest segment operations, and certain other office equipment.

The components of operating lease expense were as follows:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Operating lease expense	$	7,367	$	6,584	$	14,450	$	13,226
Variable lease expense		1,068		963		2,044		2,295
Sublease income		(97)		(156)		(258)		(311)
Total operating lease expense(1)	$	8,338	$	7,391	$	16,236	$	15,210

(1) Operating lease expense excludes short-term leases with a term of 12 months or less.

The operating cash flows from operating lease activity were as follows:

	Six Months Ended June 30
	2022		2021
	(in thousands)
Noncash change in operating right-of-use assets	$	12,810	$	11,386
Change in operating lease liabilities		(12,696)		(10,625)
Operating right-of-use-assets and lease liabilities, net	$	114	$	761
Cash paid for amounts included in the measurement of operating lease liabilities	$	(14,334)	$	(12,446)

Maturities of operating lease liabilities at June 30, 2022 were as follows:

					Equipment
			Land and		and
	Total		Structures(1)		Other
	(in thousands)
Remainder of 2022	$	14,212	$	14,155	$	57
2023		25,496		25,471		25
2024		22,832		22,832		—
2025		19,480		19,480		—
2026		17,123		17,123		—
Thereafter		41,602		41,602		—
Total lease payments		140,745		140,663		82
Less imputed interest		(11,958)		(11,958)		—
Total	$	128,787	$	128,705	$	82

(1) Excludes future minimum lease payments for leases which were executed but had not yet commenced as of June 30, 2022 totaling $81.4 million which will be paid over approximately 10 and 12 years.

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NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility which is further described in Financing Arrangements within this Note, and notes payable and finance lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations), certain other equipment, and software as follows:

	June 30		December 31
	2022		2021
	(in thousands)
Credit Facility (interest rate of 2.8%(1) at June 30, 2022)	$	50,000	$	50,000
Notes payable (weighted-average interest rate of 2.5% at June 30, 2022)		175,405		175,530
Finance lease obligations		—		2
		225,405		225,532
Less current portion		56,049		50,615
Long-term debt, less current portion	$	169,356	$	174,917

(1) The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% and 3.12% based on the margin of the Credit Facility as of June 30, 2022 and December 31, 2021, respectively.

Scheduled maturities of long-term debt obligations as of June 30, 2022 were as follows:

			Credit		Notes
	Total		Facility(1)		Payable
	(in thousands)
Due in one year or less	$	61,959	$	2,152	$	59,807
Due after one year through two years		56,017		2,098		53,919
Due after two years through three years		89,397		50,489		38,908
Due after three years through four years		21,398		—		21,398
Due after four years through five years		9,251		—		9,251
Due after five years		118		—		118
Total payments		238,140		54,739		183,401
Less amounts representing interest		12,735		4,739		7,996
Long-term debt	$	225,405	$	50,000	$	175,405

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

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

	June 30		December 31
	2022		2021
	(in thousands)
Revenue equipment	$	255,050	$	241,892
Service, office, and other equipment		33,612		29,773
Total assets securing notes payable or held under finance leases		288,662		271,665
Less accumulated depreciation and amortization(1)		105,185		88,696
Net assets securing notes payable or held under finance leases	$	183,477	$	182,969

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

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Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Third Amended and Restated Credit Agreement (the “Credit Agreement”) with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $25.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of $125.0 million, subject to certain additional conditions as provided in the Credit Agreement. The Company borrowed $58.0 million under the Credit Facility in the first quarter of 2022, and repaid $20.0 million and $38.0 million of the borrowings during the three months ended March 31, 2022 and June 30, 2022, respectively. As of June 30, 2022, the Company had available borrowing capacity of $200.0 million under the initial maximum credit amount of the Credit Facility.

Principal payments under the Credit Facility are due upon maturity of the facility on October 1, 2024; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Credit Agreement at June 30, 2022.

Interest Rate Swaps

The Company has an interest rate swap agreement with a $50.0 million notional amount which started on June 30, 2022 and will end on October 1, 2024. The Company will receive floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 0.43% beginning on June 30, 2022 throughout the remaining term of the agreement. From June 30, 2022 to October 1, 2024, the interest rate swap agreement will effectively convert $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% based on the margin of the Credit Facility as of June 30, 2022. The fair value of the interest rate swap of $2.9 million and $0.9 million was recorded in other long-term assets at June 30, 2022 and December 31, 2021, respectively.

The Company had an interest rate swap agreement with a $50.0 million notional amount which started on January 2, 2020 and matured on June 30, 2022. The fair value of the interest rate swap of $0.5 million was recorded in other long-term liabilities at December 31, 2021.

The unrealized gain on the interest rate swap instruments in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at June 30, 2022 and December 31, 2021, and the change in the unrealized gain on the interest rate swaps for the three and six months ended June 30, 2022 and 2021 was reported in other comprehensive income (loss), net of tax, in the consolidated statements of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at June 30, 2022.

Accounts Receivable Securitization Program

The Company’s accounts receivable securitization program, which matures on July 1, 2024, provides available cash proceeds of $50.0 million to be provided under the program and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. In May 2022, the Company amended its accounts receivable securitization program to, among other things, increase certain ratios, including the delinquency, default, and accounts receivable turnover ratios, as defined in the agreement; add language addressing the potential inclusion of receivables originated by MoLo; and replace LIBOR-based interest pricing conventions with interest pricing based on the Secured Overnight Financing Rate (“SOFR”). The program ratios were adjusted to accommodate revenue growth and customer demand for integrated logistics solutions, which has resulted in an increased proportion of total revenues generated by the Company’s Asset-Light operations and, as a result, longer collection periods on the Company’s accounts receivable, as are typical for Asset-Light businesses.

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Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lenders’ interest in the trade accounts receivables. Borrowings under the amended accounts receivable securitization program bear interest based upon SOFR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the accounts receivable securitization program at June 30, 2022.

The accounts receivable securitization program includes a provision under which the Company may request, and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of June 30, 2022, standby letters of credit of $10.0 million have been issued under the program, which reduced the available borrowing capacity to $40.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2022, the Company had letters of credit outstanding of $10.6 million (including $10.0 million issued under the accounts receivable securitization program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2022, surety bonds outstanding related to the self-insurance program totaled $62.0 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements. During the three and six months ended June 30, 2022, the Company entered into notes payable arrangements, primarily for revenue equipment, totaling $18.7 million and $26.8 million, respectively.

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NOTE H – POSTRETIREMENT BENEFIT PLANS

Supplemental Benefit and Postretirement Health Benefit Plans

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

	Three Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	39	$	48
Interest cost		1		1		110		107
Amortization of net actuarial (gain) loss(1)		2		3		(191)		(137)
Net periodic benefit cost (credit)(2)	$	3	$	4	$	(42)	$	18

	Six Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	78	$	96
Interest cost		3		2		220		214
Amortization of net actuarial (gain) loss(1)		4		5		(382)		(274)
Net periodic benefit cost (credit)(2)	$	7	$	7	$	(84)	$	36

(1) The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and does not use a corridor approach.

(2) Service cost is reported within operating expenses and the other components of net periodic benefit cost are reported within the other line item of other income (costs).

Multiemployer Plans

ABF Freight System, Inc. and certain other subsidiaries reported in the Company’s Asset-Based operating segment (“ABF Freight”) contribute to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. Contributions to these plans are based generally on the time worked by ABF Freight’s contractual employees at rates specified in the 2018 ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The funding obligations to the multiemployer pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006, which was permanently extended by the Multiemployer Pension Reform Act (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015.

On March 11, 2021, H.R.1319, the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”) was signed into law. The American Rescue Plan Act includes the Butch Lewis Emergency Pension Plan Relief Act of 2021 (the “Pension Relief Act”). The Pension Relief Act includes provisions to improve funding for multiemployer pension plans, including financial assistance provided through the Pension Benefit Guarantee Corporation (the “PBGC”) to qualifying underfunded plans to secure pension benefits for plan participants. Without the funding to be provided by the Pension Relief Act, many of the multiemployer pension funds to which ABF Freight contributes, including the Central States Pension Plan, could become insolvent in the near future; however, ABF Freight would continue to be obligated to make contributions to those funds under the terms of the 2018 ABF NMFA.

On July 9, 2021, the PBGC announced an interim final rule implementing a Special Financial Assistance Program (the “SFA Program”) to administer funds to severely underfunded eligible multiemployer pension plans under the Pension Relief Act. Through the term of the 2018 ABF NMFA, which extends through June 30, 2023, ABF Freight’s multiemployer pension contribution obligations generally will be satisfied by making the specified contributions when

19

due. Future contribution rates will be determined through the negotiation process for contract periods following the term of the current collective bargaining agreement. While the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees, management believes future contribution rates to multiemployer pension plans may be less likely to increase as a result of the provisions of the Pension Relief Act. If ABF Freight were to completely withdraw from certain multiemployer pension plans, under current law, ABF Freight would have material liabilities for its share of the unfunded vested liabilities of each such plan.

The multiemployer plan administrators have provided to the Company no significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2021 Annual Report on Form 10-K.

NOTE I – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income were as follows:

	June 30		December 31
	2022		2021
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	5,224	$	5,602
Interest rate swap		2,859		419
Foreign currency translation		(1,376)		(1,044)
Total	$	6,707	$	4,977
After-tax amounts:
Unrecognized net periodic benefit credit	$	3,879	$	4,160
Interest rate swap		2,111		309
Foreign currency translation		(1,016)		(770)
Total	$	4,974	$	3,699

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The following is a summary of the changes in accumulated other comprehensive income, net of tax, by component for the six months ended June 30, 2022 and 2021:

			Unrecognized		Interest		Foreign
			Net Periodic		Rate		Currency
	Total		Benefit Credit		Swap		Translation
	(in thousands)
Balances at December 31, 2021	$	3,699	$	4,160	$	309	$	(770)
Other comprehensive income (loss) before reclassifications		1,556		—		1,802		(246)
Amounts reclassified from accumulated other comprehensive income		(281)		(281)		—		—
Net current-period other comprehensive income (loss)		1,275		(281)		1,802		(246)
Balances at June 30, 2022	$	4,974	$	3,879	$	2,111	$	(1,016)
Balances at December 31, 2020	$	1,190	$	3,260	$	(1,198)	$	(872)
Other comprehensive income before reclassifications		1,682		—		741		941
Amounts reclassified from accumulated other comprehensive income		(200)		(200)		—		—
Net current-period other comprehensive income (loss)		1,482		(200)		741		941
Balances at June 30, 2021	$	2,672	$	3,060	$	(457)	$	69

The following is a summary of the significant reclassifications out of accumulated other comprehensive income by component:

	Unrecognized Net Periodic
	Benefit Credit(1)(2)
	Six Months Ended June 30
	2022		2021
	(in thousands)
Amortization of net actuarial gain, pre-tax	$	378	$	269
Tax expense		(97)		(69)
Total, net of tax	$	281	$	200

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

(2) These components of accumulated other comprehensive income are included in the computation of net periodic benefit cost as disclosed in Note H.

Dividends on Common Stock

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

	2022				2021
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.08	$	1,978	$	0.08	$	2,037
Second quarter	$	0.12	$	2,949	$	0.08	$	2,058

On July 27, 2022, the Company announced its Board of Directors declared a dividend of $0.12 per share to stockholders of record as of August 10, 2022.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions (the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available

21

sources. On November 2, 2021, the Company entered into a fixed dollar accelerated share repurchase program (“ASR”) with a third-party financial institution to effect an accelerated repurchase of $100.0 million of the Company’s common stock, of which $75.0 million was repurchased during 2021. The remaining $25.0 million available under the ASR was recorded as an unsettled forward contract within stockholders’ equity as additional paid-in capital as of December 31, 2021. The Company had $66.9 million available for repurchases of its common stock in total under the share repurchase program and the ASR as of December 31, 2021.

During the six months ended June 30, 2022, the Company purchased 616,516 shares for an aggregate cost of $56.2 million, including the purchase of 214,763 shares to settle the remaining $25.0 million under the ASR. In April 2022, the Board of Directors reauthorized the share repurchase program and increased the total amount available for purchases of the Company’s common stock under the program to $75.0 million. The Company had $60.3 million remaining under its share repurchase programs as of June 30, 2022.

NOTE J – EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Earnings per common share	$	4.16	$	2.38	$	6.98	$	3.30
Diluted
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Effect of dilutive securities		988,669		1,324,443		1,097,575		1,403,680
Adjusted weighted-average shares and assumed conversions		25,596,031		26,910,796		25,756,314		26,926,133
Earnings per common share	$	4.00	$	2.27	$	6.68	$	3.13

NOTE K – OPERATING SEGMENT DATA

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

The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment or service event levels, and demand for services, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. In recent periods, including the three and six months ended June 30, 2022, the Company’s operations have not been as heavily impacted by seasonal fluctuations, due in part to strategic initiatives undertaken to enable profitable growth through seasons and cycles. The acquired operations of MoLo on November 1, 2021 resulted in increased business levels for the ArcBest segment for the three and six months ended June 30, 2022, compared to the same periods of 2021.

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The Company’s reportable operating segments are as follows:

● The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The segment operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. The Asset-Based segment provides services to the ArcBest segment, including freight transportation related to certain consumer household goods self-move services.

Freight shipments and operating costs of the Asset-Based segment can be adversely affected by inclement weather conditions. Historically, the second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies; available capacity in the market; the impact of yield initiatives; and the impact of adverse external events or conditions, may influence quarterly freight tonnage levels.

● The ArcBest segment includes the results of operations of the Company’s service offerings in ground expedite, truckload, dedicated, intermodal, household goods moving, managed transportation, warehousing and distribution, and international freight transportation for air, ocean, and ground. The ArcBest segment provides services to the Asset-Based segment.

ArcBest segment operations are influenced by seasonal fluctuations that impact customers’ supply chains. Historically, the second and third calendar quarters of each year usually have the highest shipment levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies; available capacity in the market; and the impact of adverse external events or conditions, may impact quarterly business levels. Shipments of the ArcBest segment may decline during winter months because of post-holiday slowdowns, but expedite shipments can be subject to short-term increases depending on the impact of weather or other disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the ArcBest segment, but disruptive events can result in higher demand for expedite services. Moving services of the ArcBest segment are impacted by seasonal fluctuations, generally resulting in higher business levels in the second and third quarters as the demand for moving services is typically stronger in the summer months.

● FleetNet includes the results of operations of FleetNet America, Inc. and certain other subsidiaries that provide roadside assistance and maintenance management services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the Asset-Based and ArcBest segments.

Emergency roadside service events of the FleetNet segment are favorably impacted by extreme weather conditions that affect commercial vehicle operations, and the segment’s results of operations are influenced by seasonal variations in service event volume and the impact of other external events or conditions.

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

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. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.” Included in unallocated costs are expenses related to investor relations, legal, the Company’s Board of Directors, and certain technology investments. Shared services costs attributable to the operating segments are predominantly allocated based upon estimated and planned resource utilization-related metrics such as estimated shipment levels, number of pricing proposals, or number of personnel supported. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the operating segments. Management believes the methods used to allocate expenses are reasonable.

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

The following tables reflect reportable operating segment information:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	328,068	$	302,370	$	641,565	$	588,064
Fuel, supplies, and expenses		99,296		64,689		184,127		125,530
Operating taxes and licenses		12,823		12,303		25,316		24,551
Insurance		12,197		9,454		22,628		18,393
Communications and utilities		4,648		4,663		9,335		9,633
Depreciation and amortization		24,463		23,308		48,768		46,792
Rents and purchased transportation		121,550		95,082		224,535		170,670
Shared services		75,584		69,372		142,734		125,238
Gain on sale of property and equipment(2)		(1,370)		71		(4,065)		(8,624)
Innovative technology costs(3)		7,954		7,532		14,914		14,400
Other		753		77		1,386		511
Total Asset-Based		685,966		588,921		1,311,243		1,115,158
ArcBest(1)
Purchased transportation		448,160		226,603		956,540		437,598
Supplies and expenses		4,263		2,476		7,529		5,044
Depreciation and amortization(4)		5,468		2,366		10,648		4,752
Shared services		57,986		29,078		108,183		55,150
Gain on sale of subsidiary(5)		(402)		(6,923)		(402)		(6,923)
Other		6,701		2,021		13,846		4,071
Total ArcBest		522,176		255,621		1,096,344		499,692
FleetNet		80,540		58,409		157,201		116,549
Other and eliminations		(33,099)		(28,277)		(69,059)		(59,703)
Total consolidated operating expenses	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

(2) The six months ended June 30, 2021 include an $8.6 million gain on the sale of an unutilized service center property. The 2022 amounts primarily consist of gains on sale of replaced equipment.

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

(4) Depreciation and amortization includes amortization of intangibles associated with acquired businesses.

(5) Gain recognized relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow.

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	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966
ArcBest(1)		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490
OTHER INCOME (COSTS)
Interest and dividend income	$	361	$	322	$	467	$	714
Interest and other related financing costs		(1,863)		(2,274)		(3,802)		(4,702)
Other, net(2)		(2,807)		1,111		(3,633)		2,303
Total other costs		(4,309)		(841)		(6,968)		(1,685)
INCOME BEFORE INCOME TAXES	$	133,037	$	73,458	$	225,306	$	104,805

(1) The 2022 periods include the operations of MoLo which was acquired on November 1, 2021.

(2) Includes the components of net periodic benefit cost other than service cost related to the Company’s SBP and postretirement plans (see Note H) and proceeds and changes in cash surrender value of life insurance policies.

The following table reflects information about revenues from customers and intersegment revenues:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Revenues from customers
Asset-Based	$	788,973	$	630,145	$	1,464,491	$	1,159,869
ArcBest(1)		538,780		268,038		1,130,502		518,279
FleetNet		68,204		49,951		135,187		98,385
Other		(3,028)		839		(2,177)		1,653
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
Intersegment revenues
Asset-Based	$	13,649	$	22,687	$	43,442	$	49,255
ArcBest		10,875		2,710		14,437		4,805
FleetNet		13,928		9,596		25,323		20,325
Other and eliminations		(38,452)		(34,993)		(83,202)		(74,385)
Total intersegment revenues	$	—	$	—	$	—	$	—
Total segment revenues
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022(1)		2021		2022(1)		2021
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	449,404	$	389,146	$	870,047	$	748,541
Rents, purchased transportation, and other costs of services		610,877		347,760		1,257,756		657,098
Fuel, supplies, and expenses		119,378		80,020		218,925		153,169
Depreciation and amortization(2)		35,330		30,282		70,153		60,636
Other(3)		40,594		27,466		78,848		52,252
	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 period includes the operations of MoLo, which was acquired on November 1, 2021.

(2) Includes amortization of intangible assets.

(3) The three and six months ended June 30, 2021 include a $6.9 million gain related to the sale of a subsidiary within the ArcBest segment. The  six months ended June 30, 2021 also includes an $8.6 million gain on the sale of an unutilized service center property within the Asset-Based segment, compared to $4.1 million of gains on the sale of replaced equipment within the Asset-Based segment for the same period of 2022.

NOTE L – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

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

Environmental Matters

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

The Company has received notices from the Environmental Protection Agency (the “EPA”) and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. The Company maintains an accrual, which is included in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Certain Asset-Based service center facilities operate with no exposure certifications or stormwater permits under the federal Clean Water Act (“the CWA”). The no exposure certification and stormwater permits may require periodic facility inspections and monitoring and reporting of stormwater sampling results. The Company determined that certain procedures regarding sampling, documentation, and reporting were not appropriately being performed in accordance with the CWA. As such, the Company self-reported the matter to the EPA. An estimated settlement expense for this matter is accrued

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within accrued expenses in the consolidated balance sheet as of June 30, 2022. Resolution of this matter is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Other Events

In February 2021, the Company received a Notice of Assessment from a state pertaining to uncollected sales and use tax, including interest and penalties, for the period September 1, 2016 to November 30, 2018. The Company does not agree with the basis of the assessment and filed an appeal in May 2021. The Company has previously accrued an amount related to this assessment consistent with applicable accounting guidance, but if the state prevails in its position, the Company may owe additional tax. Management does not believe the resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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

General

ArcBest Corporation^TM (together with its subsidiaries, the “Company,” “ArcBest^TM,” “we,” “us,” and “our”) is a multibillion-dollar integrated logistics company that leverages technology and a full suite of shipping and logistics solutions to meet our customers’ needs and help keep the global supply chain moving. Our operations are conducted through three reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); ArcBest, our asset-light logistics operation; and FleetNet. The ArcBest and the FleetNet reportable segments combined represent our Asset-Light operations. References to the Company, including “we,” “us,” and “our,” in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance, including the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. This discussion should be read in conjunction with the accompanying quarterly unaudited consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2021. Our 2021 Annual Report on Form 10-K includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties to which our financial and operating results are subject.

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Results of Operations

Consolidated Results

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands, except per share data)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Total Asset-Light		631,787		330,295		1,305,449		641,794
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966
ArcBest(1)		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Total Asset-Light		29,071		16,265		51,904		25,553
Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490
NET INCOME(1)	$	102,461	$	60,981	$	172,030	$	84,342
DILUTED EARNINGS PER SHARE(1)	$	4.00	$	2.27	$	6.68	$	3.13

(1) The 2022 periods include the operations of MoLo Solutions, LLC (“MoLo”), which was acquired on November 1, 2021. The acquisition of MoLo is more fully described in the Asset-Light Overview section of Asset-Light Operations.

Our consolidated revenues, which totaled $1,392.9 million and $2,728.0 million for the three and six months ended June 30, 2022, respectively, increased 46.8% and 53.4%, compared to the same prior-year periods. The revenue growth is attributable to increased demand and higher pricing for our broad service offerings and the impact of revenue from the acquired operations of MoLo. The year-over-year increases in consolidated revenues for the three and six months ended June 30, 2022 reflect an increase in our Asset-Based revenues of 22.9% and 24.7%, respectively, and an increase in revenues of our Asset-Light operations (representing the combined operations of our ArcBest and FleetNet segments) of 91.3% and 103.4%, respectively. The increased elimination of revenues reported in the “Other and eliminations” line of consolidated revenues for the three and six months ended June 30, 2022, compared to the same periods of 2021, includes the impact of increased intersegment business levels among our operating segments, reflecting continued integration of our logistics services.

Our Asset-Based revenue improvement reflects an increase in billed revenue per hundredweight, including fuel surcharges, of 17.7% and 19.3% for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, with per-day increases in tonnage of 3.7% and 3.6%, respectively. Asset-Based daily shipments increased 2.0% and 1.1% for the three and six months ended June 30, 2022, respectively, while weight per shipment increased 1.7% and 2.5% for the three months and six months ended June 30 2022, respectively, compared to the same prior-year periods. The increase in revenues of our Asset-Light operations for the three and six months ended June 30, 2022, compared to the same periods of 2021, reflects increases in revenue per shipment of 15.2% and 23.5%, respectively, and shipments per day of 74.8% and 79.2%, respectively, for the ArcBest segment. An increase in roadside and maintenance service event volumes and higher revenue per event for FleetNet also contributed to the year-over-year revenue improvement. On a combined basis, the Asset-Light operating segments generated approximately 44%  and 46% of our total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2022, respectively, compared to 34% and 35%, respectively, for the same periods of 2021.

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Consolidated operating income totaled $137.3 million and $232.3 million for the three and six months ended June 30, 2022, respectively, compared to $74.3 million and $106.5 million, respectively, for the same periods of 2021. The $63.0 million and $125.8 million increase in consolidated operating income for the three and six months ended June 30, 2022, respectively, is primarily due to the improved results of our operating segments (further described within the Asset-Based Segment Results and the Asset-Light Results sections of MD&A). The year-over-year comparison of consolidated operating income was also impacted by items described in the following paragraphs.

Innovative technology costs related to the freight handling pilot test program at ABF Freight are discussed in Asset-Based Operating Income within the Asset-Based Segment Results section of Asset-Based Operations. Initiatives to optimize our performance through technological innovation, including costs related to our investment in human-centered remote operation software, are reported in the “Other and eliminations” line of consolidated operating income. These combined costs impacted consolidated results by a total of $10.3 million (pre-tax), or $7.8 million (after-tax) and $0.30 per diluted share, for second quarter 2022, compared to $8.5 million (pre-tax), or $6.4 million (after-tax) and $0.24 per diluted share, for second quarter 2021. For the six months ended June 30, 2022, these costs impacted consolidated results by a total of $20.0 million (pre-tax), or $15.1 million (after-tax) and $0.59 per diluted share compared to $16.1 million (pre-tax), or $12.2 million (after-tax) and $0.45 per diluted share, for the same period of 2021.

Consolidated operating results for the three and six months ended June 30, 2022 were impacted by the amortization of acquired intangible assets related to the acquisition of MoLo and previously acquired businesses in the ArcBest segment by $3.2 million (pre-tax), or $2.4 million (after-tax) and $0.09 per diluted share, for second quarter 2022, compared to $0.9 million (pre-tax), or $0.7 million (after-tax) and $0.03 per diluted share, for second quarter 2021. For the six months ended June 30, 2022, these costs impacted consolidated results by a total of $6.4 million (pre-tax), or $4.8 million (after-tax) and $0.19 per diluted share, compared to $1.9 million (pre-tax), or $1.4 million (after-tax) and $0.05 per diluted share, for the same period of 2021. Consolidated operating results also benefited from the sale of a portion of our ArcBest segment’s moving labor services business in second quarter 2021 which resulted in a gain of $6.9 million (pre-tax), or $5.4 million (after-tax) and $0.20 per diluted share, for the three and six months ended June 30, 2021, compared to a gain of $0.4 million (pre-tax), or $0.3 million (after-tax) and $0.01 per diluted share, recognized for the three and six months ended June 30, 2022 upon release of the funds from escrow in second quarter 2022.

The liability for contingent consideration recorded for the MoLo acquisition is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. The quarterly remeasurement of the contingent consideration resulted in no impact to consolidated operating results in second quarter 2022. The first quarter 2022 remeasurement reduced the year-to-date 2022 consolidated results by a total of $0.8 million (pre-tax), or $0.6 million (after-tax) and $0.02 per diluted share.

In addition to the above items, consolidated net income and earnings per share were impacted by changes in the cash surrender value of variable life insurance policies, tax benefits from the vesting of share-based compensation awards, and other changes in the effective tax rate as described within the Income Taxes section of MD&A. A portion of our variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. Changes in the cash surrender value of life insurance policies, which are reported below the operating income line in the consolidated statements of operations, decreased net income by $2.7 million, or $0.11 per diluted share, and $3.5 million, or $0.14 per diluted share, for the three and six months ended June 30, 2022, respectively, compared to an increase in net income of $1.2 million, or $0.05 per diluted share, and $2.5 million, or $0.09 per diluted share, for the same prior-year periods. The vesting of restricted stock units, which primarily occurs in the second quarter of each year, resulted in a tax benefit of $5.1 million, or $0.20 per diluted share, and $5.9 million, or $0.23 per diluted share, for the three and six months ended June 30, 2022, respectively, compared to tax benefit of $6.8 million, or $0.25 per diluted share, and $6.9 million, or $0.26 per diluted share, respectively, for the same periods of 2021.  

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

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, 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. Accordingly, using these 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. Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of our operating performance, because it excludes amortization of acquired intangibles and software of the Asset-Light businesses and changes in the fair value of contingent consideration, 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 Third Amended and Restated Credit Agreement (see Note G to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q). Other companies may calculate Adjusted EBITDA differently; therefore, our calculation of 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, our reported results. Adjusted EBITDA should not be construed as a better measurement than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP. The following table presents a reconciliation of Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented.

Consolidated Adjusted EBITDA

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Interest and other related financing costs		1,863		2,274		3,802		4,702
Income tax provision		30,576		12,477		53,276		20,463
Depreciation and amortization(1)		35,330		30,282		70,153		60,636
Amortization of share-based compensation		3,878		3,324		6,641		5,678
Change in fair value of contingent consideration(2)		—		—		810		—
Gain on sale of subsidiary(3)		(402)		(6,923)		(402)		(6,923)
Consolidated Adjusted EBITDA	$	173,706	$	102,415	$	306,310	$	168,898

(1) Includes amortization of intangibles associated with acquired businesses.

(2) Represents change in fair value of the contingent consideration recorded for the MoLo acquisition. The liability for contingent consideration is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. See Note C to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(3) Gain relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. The calculation of consolidated adjusted EBITDA was updated from the prior year presentation to adjust for the gain on sale of subsidiary, consistent with management’s exclusion of this item when analyzing the Company’s core operating performance.

Asset-Based Operations

Asset-Based Segment Overview

The Asset-Based segment consists of ABF Freight System, Inc., a wholly owned subsidiary of ArcBest Corporation, and certain other subsidiaries. Our Asset-Based segment operates a less-than-truckload (“LTL”) network across North America to provide freight transportation services. Our customers trust the LTL solutions ABF Freight has provided for nearly a century and rely on us to solve their transportation challenges. We are strategically investing in our Asset-Based operations to utilize technology to improve freight handling processes and provide better experiences for our customers. Our Asset-Based operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our 2021 Annual Report on Form 10-K.

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The key indicators necessary to understand the operating results of our Asset-Based segment, which are more fully described in the Asset-Based Segment Overview within the Asset-Based Operations section of Results of Operations in Item 7 (MD&A) of Part II of our 2021 Annual Report on Form 10-K, are outlined below. These key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Based segment. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period. These statistics are defined within the key indicators below and referred to throughout the discussion of the results of our Asset-Based segment:

● Overall customer demand for Asset-Based transportation services, including the impact of economic factors.

● Volume of transportation services provided and processed through our network which influences operating leverage as the level of tonnage and number of shipments vary, primarily measured by:

Pounds or Tonnage – total weight of shipments processed during the period in U.S. pounds or U.S. tons.

Pounds per day or Tonnage per day (average daily shipment weight) – pounds or tonnage divided by the number of workdays in the period.

Shipments per day – total number of shipments moving through the Asset-Based freight network during the period divided by the number of workdays in the period.

Pounds per shipment (weight per shipment) – total pounds divided by the number of shipments during the period.

Average length of haul (miles) – total miles between origin and destination service centers for all shipments (including shipments moved with purchased transportation) during the period, with miles based on the size of shipments.

● Prices obtained for services, including fuel surcharges, primarily measured by:

Billed revenue per hundredweight, including fuel surcharges (yield) – revenue per every 100 pounds of shipment weight, including fuel surcharges, systematically calculated as shipments are processed in the Asset-Based freight network. Revenue for undelivered freight is deferred for financial statement purposes in accordance with our revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements is not adjusted for the portion of revenue deferred for financial statement purposes.

● Ability to manage cost structure, primarily in the area of salaries, wages, and benefits (“labor”), with the total cost structure primarily measured by:

Operating ratio – the percent of operating expenses to revenue levels.

We also quantify certain key operating statistics which are used by management to evaluate productivity of operations within the Asset-Based freight network and to measure the effectiveness of strategic initiatives to manage the segment’s cost structure from period to period. These measures are defined below and further discussed in the Asset-Based Operating Expenses section within Asset-Based Segment Results:

● Shipments per DSY hour – total shipments (including shipments handled by purchased transportation agents) divided by dock, street, and yard (“DSY”) hours. This metric is used to measure labor efficiency in the segment’s local operations. The shipments per DSY hour metric will generally increase when more purchased transportation is used; however, the labor efficiency may be partially offset by increased purchase transportation expense.

● Pounds per mile – total pounds divided by total miles driven during the period (including pounds and miles moved with purchased transportation). This metric is used to measure labor efficiency of linehaul operations,

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although it is influenced by other factors including freight density, loading efficiency, average length of haul, and the degree to which purchased transportation (including rail service) is used.

Other companies within our industry may present different key performance indicators or operating statistics, or they may calculate their measures differently; therefore, our key performance indicators or operating statistics may not be comparable to similarly titled measures of other companies. Key performance indicators or operating statistics should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators or operating statistics should not be construed as better measurements of our results than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP.

As of June 2022, approximately 82% of our Asset-Based segment’s employees were covered under the ABF National Master Freight Agreement (the “2018 ABF NMFA”), the collective bargaining agreement with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023. Under the 2018 ABF NMFA, the contractual wage and benefits costs, including the ratification bonuses and vacation restoration, are estimated to increase approximately 2.0% on a compounded annual basis through the end of the agreement. Profit-sharing bonuses based on the Asset-Based segment’s annual operating ratios for any full calendar year under the contract represent an additional increase in costs under the 2018 ABF NMFA. The contractual wage rate under the 2018 ABF NMFA increased 1.9% effective July 1, 2022 and the average health, welfare, and pension benefit contribution rate is expected to increase approximately 2.4% effective primarily on August 1, 2022.

Asset-Based Segment Results

The following table sets forth a summary of operating expenses and operating income as a percentage of revenue for the Asset-Based segment:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
Asset-Based Operating Expenses (Operating Ratio)
Salaries, wages, and benefits	40.9	%	46.3	%	42.5	%	48.6	%
Fuel, supplies, and expenses	12.4		9.9		12.2		10.4
Operating taxes and licenses	1.6		1.9		1.7		2.0
Insurance	1.5		1.4		1.5		1.5
Communications and utilities	0.6		0.7		0.6		0.8
Depreciation and amortization	3.1		3.6		3.2		3.9
Rents and purchased transportation	15.1		14.6		14.9		14.1
Shared services	9.4		10.6		9.6		10.4
Gain on sale of property and equipment	(0.2)		—		(0.3)		(0.7)
Innovative technology costs(1)	1.0		1.2		1.0		1.2
Other	0.1		—		0.1		—
	85.5	%	90.2	%	87.0	%	92.2	%
Asset-Based Operating Income	14.5	%	9.8	%	13.0	%	7.8	%

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

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The following table provides a comparison of key operating statistics for the Asset-Based segment, as previously defined in the Asset-Based Overview:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2022		2021		% Change		2022		2021		% Change
Workdays(1)		63.5		63.5				127.0		126.5
Billed revenue per hundredweight, including fuel surcharges	$	45.76	$	38.87	17.7	%	$	44.77	$	37.54	19.3	%
Pounds		1,764,734,199		1,701,634,637	3.7	%		3,390,193,280		3,258,464,543	4.0	%
Pounds per day		27,791,090		26,797,396	3.7	%		26,694,435		25,758,613	3.6	%
Shipments per day		20,108		19,713	2.0	%		19,717		19,504	1.1	%
Shipments per DSY hour		0.431		0.450	(4.2)	%		0.432		0.452	(4.4)	%
Pounds per shipment		1,382		1,359	1.7	%		1,354		1,321	2.5	%
Pounds per mile		19.20		19.09	0.6	%		19.19		19.14	0.3	%
Average length of haul (miles)		1,096		1,107	(1.0)	%		1,088		1,099	(1.0)	%

(1) Workdays represent the number of operating days during the period after adjusting for holidays and weekends.

Asset-Based Revenues

Asset-Based segment revenues for the three and six months ended June 30, 2022 totaled $802.6 million and $1,507.9 million, respectively, compared to $652.8 million and $1,209.1 million, respectively, for the same periods of 2021. The increase in revenues reflects a solid pricing environment and higher demand for freight transportation services. Billed revenue (as described in the Asset-Based Segment Overview) increased 22.1% and 23.6% on a per-day basis for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, reflecting a 17.7% and 19.3% increase in total billed revenue per hundredweight, including fuel surcharges, respectively. For the three and six months ended June 30, 2022, tonnage per day increased 3.7% and 3.6%, respectively. The number of workdays was the same in second quarter 2022 and greater by half of a day in the first half of 2022, versus the same periods of 2021.

The 17.7% and 19.3% increase in total billed revenue per hundredweight, including fuel surcharges, for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, was positively impacted by a strong pricing environment and changes in freight profile and business mix to optimize revenue on shipments in the Asset-Based network. Higher fuel surcharge revenues associated with increased fuel prices, positively impacted the total billed revenue per hundredweight measure for the three and six months ended June 30, 2022, compared to the same prior-year periods. Excluding the impact of fuel surcharges, the percentage increase in billed revenue per hundredweight on LTL-rated freight was in the double digits for the three and six months ended June 30, 2022, compared to the same periods of 2021. Prices on accounts subject to deferred pricing agreements and annually negotiated contracts which were renewed during the three and six months ended June 30, 2022 increased approximately 8.0% and 8.6%, respectively, compared to the same periods of 2021. These higher than historical average price increases on contractual business reflect customer demand for our Asset-Based services during a period of tight market capacity and supply chain volatility. The Asset-Based segment implemented nominal general rate increases on its LTL base rate tariffs of 6.9% and 5.95% effective November 15, 2021 and January 25, 2021, respectively, although the rate changes vary by lane and shipment characteristics.

The 3.7% and 3.6% increase in tonnage per day for the three and six months ended June 30, 2022, respectively, compared to the same prior-year periods, primarily reflects an increase in shipment levels combined with higher average weight per shipment. Total shipments increased 2.0% and 1.1% on a per-day basis for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, reflecting growth in both LTL-rated and truckload-rated shipments. Management’s work to optimize revenue on shipments in the Asset-Based network contributed to larger-sized LTL-rated and truckload-rated shipments, which impacted the growth in the total weight per shipment metric for the three and six months ended June 30, 2022. Truckload-rated U-Pack household goods shipments were intentionally moderated in order to better serve core LTL customers in the first half of 2022; however, improvement in pricing on these shipments for the

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three and six months ended June 30, 2022, versus the same prior-year periods, partially offset the impact of less U-Pack business on the segment’s year-over-year revenue comparisons.

The Asset-Based segment’s average nominal fuel surcharge rate increased by approximately 22 percentage points and 16 percentage points in the three- and six-month period ended June 30 2022, respectively, compared to the same periods of 2021. During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Whether fuel prices fluctuate or remain constant, operating results may be adversely affected if competitive pressures limit our ability to recover fuel surcharges. In periods of declining fuel prices, fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight measure and, consequently, revenues. The revenue decline may be disproportionate to the change in our fuel costs. The segment’s operating results will continue to be impacted by further changes in fuel prices and the related fuel surcharges.

Asset-Based Operating Income

The Asset-Based segment generated operating income of $116.7 million and $196.7 million for the three and six months ended June 30, 2022, respectively, compared to $63.9 million and $94.0 million, respectively, for the same periods of 2021. The Asset-Based segment’s operating ratio improved by 4.7 percentage points and 5.2 percentage points for the three and six months ended June 30, 2022, respectively, compared to the same prior-year periods, reflecting the increased revenues, partially offset by higher operating costs due to increased business levels.

Innovative technology costs related to the freight handling pilot test program (the “pilot”) at ABF Freight impacted operating results of the Asset-Based segment by $8.0 million and $14.9 million for the three and six months ended June 30, 2022, respectively, compared to $7.5 million and $14.4 million, respectively, for the same periods of 2021. The pilot, which began in early 2019, is in the early stages in a limited number of locations. While ArcBest believes the pilot has potential to provide safer and improved freight handling, a number of factors will be involved in determining proof of concept and there can be no assurances that pilot testing will be successful or expand beyond current testing locations.

The segment’s operating ratio was also impacted by changes in operating expenses as discussed in the following paragraphs.

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Asset-Based Operating Expenses

Labor costs, which are reported in operating expenses as salaries, wages, and benefits, amounted to 40.9% and 42.5% of Asset-Based segment revenues for the three and six-month period ended June 30, 2022, respectively, compared to 46.3% and 48.6%, respectively, for the same periods of 2021. The decreases in salaries, wages, and benefits as a percentage of revenue for the three and six months ended June 30, 2022, compared to the same prior-year periods, were partially offset by higher utilization of purchased transportation to meet customer demand for increased shipment levels. The improvement in salaries, wages, and benefits as a percentage of revenue was also influenced by the effect of higher revenues, including fuel surcharges, as a portion of operating costs are fixed in nature and decrease as a percent of revenue with increases in revenue levels. Salaries, wages, and benefits increased $25.7 million and $53.5 million for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, primarily due to higher headcount as additional drivers and service center personnel were hired to service increased business levels. The increases in labor costs also reflect year-over-year increases in contractual wage and benefit contribution rates under the 2018 ABF NMFA and higher workers’ compensation expense reflecting an increase in the severity of claims experience. The contractual wage rate under the 2018 ABF NMFA increased 1.7% effective July 1, 2021 and the average health, welfare, and pension benefit contribution rate increased approximately 2.4% effective primarily on August 1, 2021.

The Asset-Based segment manages costs with shipment levels; however, a number of factors pressured the efficiency of DSY tasks during the first half of 2022. Shipments per DSY hour declined 4.2% and 4.4% for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, reflecting personnel inefficiencies, including training a record number of new hires; equipment capacity constraints related to market conditions; and the effect of freight profile and mix changes, which contributed to improved revenue per shipment. While the Asset-Based segment has added employees to service the business growth, the segment had to supplement resources with increased utilization of higher-cost purchased transportation in certain locations to manage service levels. The slight increase in pounds per mile for the three and six-month periods ended June 30, 2022, compared to the same periods of 2021, was impacted by a lower average length of haul related to the higher mix of  LTL-rated shipments handled during the 2022 periods.

Fuel, supplies, and expenses as a percentage of revenue increased 2.5 percentage points and 1.8 percentage points during the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, primarily due to higher fuel costs. The Asset-Based segment’s average fuel price per gallon (excluding taxes) increased approximately 97% and 83% during the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021. More miles driven as a result of the increase in business levels also contributed to the year-over-year increases in fuel, supplies, and expenses.

Depreciation and amortization as a percentage of revenue decreased 0.5 percentage points and 0.7 percentage points for the three and six-month period ended June 30, 2022, respectively, compared to the same periods of 2021; however, depreciation and amortization expense was relatively consistent across the periods. The decrease in depreciation and amortization as a percentage of revenue was influenced by the effect of higher revenues, as a portion of operating costs are fixed in nature and decrease as a percent of revenue with increases in revenue levels.

Rents and purchased transportation as a percentage of revenue increased 0.5 percentage points and 0.8 percentage points for the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, primarily due to higher rates and increased utilization of rail, local delivery agents, and linehaul purchased transportation necessary to serve the needs of our customers. The year-over-year increases in purchased transportation costs were also impacted by higher fuel surcharges related to these services due to higher fuel costs. Rail miles were consistent for second quarter 2022 compared to second quarter 2021, but increased approximately 3% for the six months ended June 30, 2022, compared to the same periods of 2021, due to customer service requirements during the first quarter of 2022.

Shared services as a percentage of revenue decreased 1.2 percentage points and 0.8 percentage points for the three and six-month period ended June 30, 2022, respectively, compared to the same periods in 2021. The decrease in shared services as a percentage of revenue was influenced by the effect of higher revenues. Shared service costs increased $6.2 million and $17.5 million during the three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, due to the impact of higher business levels and higher expense accruals for certain performance-based incentive plans, including long-term incentive plans impacted by shareholder returns relative to peers.

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Gain on sale of property and equipment was $4.6 million lower for the six months ended June 30, 2022, compared to the same period of 2021, primarily due to an $8.6 million gain on the sale of an unutilized property in first quarter 2021. The difference in gain on sale of property and equipment negatively impacted the operating ratio comparison by 0.4 percentage points for the six months ended June 30, 2022, compared to the same prior-year period.

Asset-Light Operations

Asset-Light Overview

The ArcBest and FleetNet reportable segments, combined, represent our Asset-Light operations. Our Asset-Light operations are a key component of our strategy to offer a single source of integrated logistics solutions, designed to satisfy customers’ complex supply chain needs and unique shipping requirements. We are focused on growing and making strategic investments in our Asset-Light operations that enhance our service offerings and strengthen our customer relationships. Our acquisition of MoLo, which was completed on November 1, 2021, demonstrates our commitment to grow our Asset-Light operations as we work to align our overall revenue mix with our customers’ transportation spend. Throughout our operations, we are seeking opportunities to expand our revenues by deepening existing customer relationships, securing new customers, and adding capacity options for our customers. In recent years, we have experienced significant growth in shipment levels and revenues of managed transportation solutions reflecting strategic efforts to cross-sell our service offerings and the increasing demand for these services that include supply chain optimization. We expect to benefit from these and other strategic initiatives as we continue to deliver innovative solutions to customers.

Our acquisition of MoLo, accelerates the growth of our company by increasing the scale of truckload brokerage services offered within our ArcBest segment and by advancing our position in the large and growing domestic transportation management market. The addition of MoLo’s significant capabilities and talent to our truckload brokerage service offering allows us to better respond to the critical needs of our customers with comprehensive supply chain solutions, improves our ability to serve larger customers, and expands our access to truckload capacity partners. Our acquisition of MoLo is discussed further in Note C to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The combined revenues of our Asset-Light operating segments generated approximately 44% and 46% of our total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2022, compared to approximately 34% and 35% for the three and six months ended June 30, 2021. The Asset-Light revenue growth for the three and six months ended June 30, 2022, compared to the same prior-year periods, is primarily related to the operations of MoLo, as reported in the ArcBest segment of our Asset-Light operations, and improved customer demand driving revenue per shipment and business levels.

Our Asset-Light operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our 2021 Annual Report on Form 10-K. The key indicators necessary to understand our Asset-Light operating results are outlined below. These key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Light segments. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period. These statistics are defined within the key indicators below and referred to throughout the discussion of the results of our Asset-Light operations:

● Customer demand for logistics and premium transportation services combined with economic factors which influence the number of shipments or service events used to measure changes in business levels, primarily measured by:

Shipments per day – total shipments (excluding managed transportation solutions as discussed below) divided by the number of working days during the period, compared to the same prior-year period, for the ArcBest segment.

Service events – roadside, preventative maintenance, or total service events during the period, compared to the same prior-year period, for the FleetNet segment.

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● Prices obtained for services, primarily measured by:

Revenue per shipment or event – total segment revenue divided by total segment shipments or events during the period (excluding managed transportation solutions for the ArcBest segment as discussed below), compared to the same prior-year period.

● Availability of market capacity and cost of purchased transportation to fulfill customer shipments of the ArcBest segment, with a measure of purchased transportation cost expressed as:

Purchased transportation costs as a percentage of revenue – the expense incurred for third-party transportation providers to haul or deliver freight during the period, divided by segment revenues for the period, expressed as a percentage.

● Management of operating costs, primarily in the area of purchased transportation, with the total cost structure primarily measured by:

Operating ratio – the percent of operating expenses to revenue levels.

Presentation and discussion of the key operating statistics of revenue per shipment and shipments per day for the ArcBest segment exclude statistical data of the managed transportation solutions transactions. Growth in managed transportation solutions has increased the number of shipments for these services to approximately 40% of the ArcBest segment’s total shipments, while the business represents approximately 15% of segment revenues for the three and six months ended June 30, 2022, respectively. Due to the nature of our managed transportation solutions which typically involve a larger number of shipments at a significantly lower revenue per shipment level than the segment’s other service offerings, inclusion of the managed transportation solutions data would result in key operating statistics which are not representative of the operating results of the segment as a whole. As such, the key operating statistics management uses to evaluate performance of the ArcBest segment exclude managed transportation services transactions.

Other companies within our industry may present different key performance indicators or they may calculate their key performance indicators differently; therefore, our key performance indicators may not be comparable to similarly titled measures of other companies. Key performance indicators should be viewed in addition to, and not as an alternative for, our reported results. Our key performance indicators should not be construed as better measurements of our results than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP.

Asset-Light Results

For the three and six months ended June 30, 2022, the combined revenues of our Asset-Light operations totaled $631.8 million and $1,305.4 million, respectively, compared to $330.3 million and $641.8 million, respectively, for the same periods of 2021. The revenue increases reflect the acquired operations of MoLo and a combination of higher market rates and customer demand for our services. Our Asset-Light combined operating income for the three and six months ended June 30, 2022 improved to $29.1 million and $51.9 million, respectively, compared to $16.3 million and $25.6 million, respectively, for the same prior-year periods, primarily reflecting the increase in revenues and changes in costs as described in the following paragraphs.

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ArcBest Segment

The following table sets forth a summary of operating expenses and operating income as a percentage of revenue for the ArcBest segment:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
ArcBest Segment Operating Expenses (Operating Ratio)
Purchased transportation	81.5	%	83.7	%	83.5	%	83.6	%
Supplies and expenses	0.8		0.9		0.7		1.0
Depreciation and amortization(1)	1.0		0.9		0.9		0.9
Shared services	10.6		10.7		9.5		10.5
Gain on sale of subsidiary(2)	(0.1)		(2.6)		—		(1.3)
Other(3)	1.2		0.8		1.2		0.8
	95.0	%	94.4	%	95.8	%	95.5	%
ArcBest Segment Operating Income	5.0	%	5.6	%	4.2	%	4.5	%

(1) Includes amortization of intangibles associated with acquired businesses.

(2) The 2021 periods represent a gain of $6.9 million related to the sale of the labor services portion of the ArcBest segment's moving business in May 2021, and the 2022 periods represent the contingent amount of $0.4 million related to the sale that was recognized in second quarter 2022 when the funds were released from escrow.

(3) Includes change in fair value of the contingent consideration recorded for the MoLo acquisition (see Note C to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

A comparison of key operating statistics for the ArcBest segment, as previously defined in the Asset-Light Overview section, is presented in the following table:

	Year Over Year % Change
	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022
Revenue per shipment		15.2%		23.5%
Shipments per day		74.8%		79.2%

ArcBest segment revenues totaled $549.7 million and $1,144.9 million for the three and six months ended June 30, 2022, compared to $270.7 million and $523.1 million, for the same periods of 2021. The segment’s revenues more than doubled year-over-year due to the addition of business from MoLo and improved market demand. The revenue increases for the three and six months ended June 30, 2022, compared to the same periods of 2021, reflect an increase in revenue per shipment of 15.2% and 23.5%, respectively, associated with higher market prices, including higher fuel, in a tighter truckload capacity market, and an increase in shipments per day of 74.8% and 79.2% (excluding managed transportation shipments), respectively, due to the acquired operations of MoLo and customer demand. Customers’ growing need for comprehensive, managed logistics solutions, growth initiatives for our truckload brokerage services, and demand for our expedite, dedicated, and international services also contributed to the year-over-year increase in revenues. The revenue increases for the three and six months ended June 30, 2022, compared to the same periods of 2021, were partially offset by lower moving services revenue due to the sale of the labor services subsidiary within the segment’s moving business during the second quarter of 2021. The number of workdays was the same in second quarter 2022 and greater by half of a day in the first half of 2022, versus the same periods of 2021.

Operating income totaled $27.5 million and $48.6 million for the three and six months ended June 30, 2022, compared to operating income of $15.1 million and $23.4 million, respectively, for the same periods of 2021, with the improvement primarily reflecting the increases in revenues. Increased customer shipping levels and favorable market conditions positively impacted demand and the total revenue per shipment for the segment’s services for three and six months ended

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June 30, 2022 and, combined with effective cost control, contributed to the segment’s operating income improvement, compared to the same periods of 2021. Operating results for the three and six months ended June 30, 2021 benefited from a $6.9 million gain on the sale of a subsidiary within the segment’s moving business, as previously mentioned, which contributed 2.6 percentage points and 1.3 percentage points to the segment’s operating ratio for the three and six months ended June 30, 2021, respectively. A $0.4 million gain related to the sale of this subsidiary was recognized upon release of the funds from escrow in second quarter 2022, benefiting operating results for the three and six months ended June 30, 2022, and contributing 0.1 percentage point to the segment’s operating ratio in second quarter 2022.

The segment’s purchased transportation costs as a percentage of revenue decreased by 2.2 percentage points and 0.1 percentage point for the three and six months ended June 30, 2022, compared to the same periods of 2021. During the first quarter of 2022, due to changes in market conditions and freight mix, the prices paid for purchased transportation increased by a higher percentage than the prices we secured from customers, resulting in margin compression compared to the same period in 2021. However, second quarter 2022 benefited from higher revenue rates contracted with customers in previous periods as the market cost to source capacity declined during the three months ended June 30, 2022. The addition of MoLo truckload business and expertise contributed to the profitable management of the rapidly changing spot market. Significant changes in market capacity, such as those experienced in recent years impact the cost of sourcing such capacity which may not correspond to the timing of revisions to customer pricing and our revenue per shipment. There can be no assurance that the strong pricing environment we have experienced since the second half of 2020 will continue.

Operating expenses for the three and six months ended June 30, 2022 increased due to additional wages and costs to manage higher shipment volumes, including the impact of MoLo; growth initiatives, including investments in technology and capacity; and additional amortization of acquired intangibles and changes in the fair value of the contingent consideration associated with the MoLo acquisition. The $28.9 million and $53.0 million increase in shared service costs for the three and six months ended June 30, 2022, compared to the same prior-year periods, are primarily related to personnel and other operating expenses for the operations of MoLo and training costs associated with the integration of our truckload operations with MoLo. Shared service costs as a percentage of revenue decreased 0.1 percentage point and 1.0 percentage point for the three and six months ended June 30, 2022, compared to the same periods of 2021, due to the effect of higher revenues, as a portion of these costs are fixed in nature and decrease as a percentage of revenue with increases in revenue levels. Although the ArcBest segment manages costs with shipment levels, portions of operating expenses are fixed in nature and cost reductions can be limited as the segment strives to enhance capacity sources and maintain customer service.

FleetNet Segment

FleetNet’s revenues totaled $82.1 million and $160.5 million for the three and six months ended June 30, 2022, respectively, compared to $59.5 million and $118.7 million, respectively, for the same periods of 2021. The 37.9% and 35.2% increase in revenues for the three and six months ended June 30, 2022, compared to the same prior-year periods, was driven by higher event volumes and increases in revenue per event for roadside and preventative maintenance services. The increase in service event volume was driven by business from new customers. Roadside service event growth was also impacted by a higher number of events from customers who experienced an increase in e-commerce business and, during the first quarter of 2022, the effect of multiple severe weather events.

FleetNet’s operating income totaled $1.6 million and $3.3 million for the three and six months ended June 30, 2022, respectively, compared to $1.1 million and $2.2 million, respectively, for the same period of 2021. The increase in FleetNet’s operating income for the three and six months ended June 30, 2022, compared to the same prior-year periods, was driven by increases in revenue per event which outpaced the increased costs to service higher event volumes. The operating income improvement was partially offset by higher operating expenses for labor costs, as headcount and the associated wages and benefits have increased as the segment focuses on improvement in customer engagement.

Asset-Light Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”)

We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, which is 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

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performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Management uses Adjusted EBITDA as a key measure of performance and for business planning. This measure is particularly meaningful for analysis of our Asset-Light businesses, because it excludes amortization of acquired intangibles and software and changes in the fair value of contingent consideration, which are significant expenses resulting from strategic decisions rather than core daily operations. Management also believes Adjusted EBITDA to be relevant and useful information, as EBITDA is a standard measure commonly reported and widely used by analysts, investors, and others to measure financial performance of asset-light businesses and the ability to service debt obligations. Other companies may calculate Adjusted EBITDA differently; therefore, our calculation of 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, our reported results. Adjusted EBITDA should not be construed as a better measurement than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP.

Asset-Light Adjusted EBITDA

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
ArcBest Segment
Operating Income(1)	$	27,479	$	15,127	$	48,595	$	23,392
Depreciation and amortization(2)		5,468		2,366		10,648		4,752
Change in fair value of contingent consideration(3)		—		—		810		—
Gain on sale of subsidiary(4)		(402)		(6,923)		(402)		(6,923)
Adjusted EBITDA	$	32,545	$	10,570	$	59,651	$	21,221
FleetNet Segment
Operating Income(1)	$	1,592	$	1,138	$	3,309	$	2,161
Depreciation and amortization(2)		446		413		873		828
Adjusted EBITDA	$	2,038	$	1,551	$	4,182	$	2,989
Total Asset-Light
Operating Income(1)	$	29,071	$	16,265	$	51,904	$	25,553
Depreciation and amortization(2)		5,914		2,779		11,521		5,580
Change in fair value of contingent consideration(3)		—		—		810		—
Gain on sale of subsidiary(4)		(402)		(6,923)		(402)		(6,923)
Adjusted EBITDA	$	34,583	$	12,121	$	63,833	$	24,210

(1) The calculation of Adjusted EBITDA as presented in this table begins with operating income as the most directly comparable GAAP measure. Other income (costs), income taxes, and net income are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions. Consolidated Adjusted EBITDA is reconciled to consolidated net income in the Consolidated Results section of Results of Operations.

(2) Includes amortization of intangibles associated with acquired businesses. For the ArcBest segment, amortization of acquired intangibles totaled $3.2 million and $6.4 million for the three and six months ended June 30, 2022, respectively, compared to $1.0 million and $1.9 million, respectively, for the same periods of 2021, and is expected to total approximately $13.0 million for full-year 2022, compared to $5.3 million in 2021.

(3) Represents change in fair value of the contingent consideration recorded for the MoLo acquisition. The liability for contingent consideration is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income. See Note C to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(4) Gain relates to the sale of the labor services portion of the ArcBest segment's moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow. The calculation of asset-light adjusted EBITDA was updated from the prior year presentation to adjust for the gain on sale of subsidiary, consistent with management’s exclusion of this item when analyzing the core operating performance of our asset-light operations.

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Current Economic Conditions

Economic conditions continue to be challenged by record inflation levels, supply chain constraints, geopolitical conflicts, including the war in Ukraine, and continued impact of the COVID-19 pandemic. Recent economic measures have indicated slowing growth in the economy, which, combined with higher operating costs and rising consumer prices, has created additional uncertainties in the global and U.S. economies and supply chains. According to the advance estimate released by the Bureau of Economic Analysis on July 28, 2022, the U.S. real gross domestic product decreased at an annual rate of 0.9% for second quarter 2022. The Institute for Supply Management (ISM) Purchasing Managers’ Index (“PMI”), which is a leading indicator for demand in the freight transportation and logistics industry, was 52.8% for July 2022, compared to 59.5% in July 2021. Although the growth rate is slowing, the July 2022 PMI reflects continued economic expansion in the manufacturing sector for the 26^th month in a row after the contraction in April and May 2020. The Industrial Production Index issued by the Federal Reserve increased at an annual rate of 6.1% for second quarter 2022. Manufacturing and trade inventory levels remain low and within a range we consider optimal for freight demand, although there can be no assurance that the economic environment, including the impact of rising interest rates on consumer demand, will be favorable for our freight services in future periods.

Given the uncertainties of current economic conditions, there can be no assurance that our estimates and assumptions regarding the pricing environment and economic conditions, which are made for purposes of impairment tests related to operating assets and deferred tax assets, will prove to be accurate. Extended periods of economic disruption and resulting declines in industrial production and manufacturing and consumer spending could negatively impact demand for our services and have an adverse effect on our results of operations, financial condition, and cash flows. Significant declines in our business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations of our reporting units could result in impairment and a resulting noncash write-off of a significant portion of the goodwill and intangible assets of our ArcBest segment, which would have an adverse effect on our financial condition and operating results.

Effects of Inflation

Global supply chain disruptions and component shortages, due in part to closure of suppliers’ and manufacturers’ operations during the COVID-19 pandemic and exacerbated by the war in Ukraine and strong demand in recent quarters have led to shortages of certain parts and products. These supply shortages and strong demand, as well as the impact of federal programs and monetary policy, are pushing costs higher across a broad array of consumer goods. The consumer price index (“CPI”) rose 9.1% in June 2022 from June 2021, representing the largest year-over-year increase in the annual inflation rate in more than 40 years, impacted by the acceleration of energy prices, including petroleum products, and food prices. In an effort to curb the 40-year high inflation rate, the U.S. Federal Reserve implemented a tighter monetary policy during second quarter 2022, which included sharply increasing interest rates in June and July 2022. Most of our expenses are affected by inflation, which generally results in increased operating costs. As such, there can be no assurances of the potential impact of inflationary conditions on our business.

Generally, inflationary increases in labor and fuel costs as they relate to our Asset-Based operations have historically been mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences our ability to obtain increases in base freight rates. In addition, certain nonstandard arrangements with some of our customers have limited the amount of fuel surcharge recovered. The timing and extent of base price increases on our Asset-Based revenues may not correspond with contractual increases in wage rates and other inflationary increases in cost elements and, as a result, could adversely impact our operating results.

Generally, inflationary increases in labor and operating costs related to our Asset-Light operations have historically been offset through price increases. The pricing environment, however, generally becomes more competitive during economic downturns, which may, as it has in the past, affect the ability to obtain price increases from customers both during and following such periods.

The impact of supply chain disruptions and component shortages has limited the availability and production of certain revenue equipment and certain other equipment used in our business operations. Consequently, the prices for these items

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have also increased. Partly as a result of inflationary pressures, our revenue equipment (tractors and trailers) has been and will very likely continue to be replaced at higher per unit costs, which could result in higher depreciation charges on a per-unit basis. We consider these costs in setting our pricing policies, although the overall freight rate structure is governed by market forces based on value provided to the customer. The Asset-Based segment’s ability to fully offset inflationary and contractual cost increases can be challenging during periods of recessionary and uncertain economic conditions. In addition to general effects of inflation, the motor carrier freight transportation industry faces rising costs related to compliance with government regulations on safety, equipment design and maintenance, driver utilization, emissions, and fuel economy.

Environmental and Legal Matters

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

Concern over climate change has led to legislative and regulatory efforts to limit carbon and other greenhouse gas (“GHG”) emissions and we may incur significant costs to comply with increased regulation related to climate change in the future. Customers are increasingly focused on concerns related to climate change and demand for our services may be adversely impacted if we are less effective than our competitors in reducing or offsetting our GHG emissions. In consideration of the environmental impact of emissions from our operations, we are seeking more sustainable options for our equipment. We have purchased a small number of electric forklifts, electric yard tractors, and electric straight trucks during 2022 with additional purchases planned for the second half of the year. Electric tractors are significantly more expensive than new diesel tractors, and we expect the cost of our equipment to comply with more stringent emissions standards, as well as our fuel and maintenance costs, will continue to increase in future periods. We are also investing in upgrades to our facilities, including energy efficient lighting, plumbing updates that lower our water usage, and other sustainability remodels and updates. Physical effects from climate change, including more severe weather events, have the potential to adversely impact our business levels, increase our operating costs, and cause damage to our property and equipment. Due to the uncertainty of these matters, we cannot estimate the impact of climate-related developments on our operations or financial condition at this time. These and other matters related to climate change and the related risks to our business are further discussed in Part I, Item 1 (Business) and Part I, Item IA (Risk Factors) of our 2021 Annual Report on Form 10-K. In addition to our focus on sustainability of our equipment and facilities, we continue our commitment to advance environmental, social and governance initiatives that are critical to our business and our customers’ businesses by investing in innovative technologies, developing our employees, and enhancing our capabilities and services for customers.

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

Information Technology and Cybersecurity

We depend on the proper functioning, availability, and security of our information systems, including communications, data processing, financial, and operating systems, as well as proprietary software programs that are integral to the efficient operation of our business. Any significant failure or other disruption in our critical information systems, including ransomware attacks, other cybersecurity attacks and other cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems or that result in proprietary information or sensitive or confidential data, including personal information of customers, employees and others, being compromised could have a significant

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impact on our operations. Any new or enhanced technology that we develop and implement may also be subject to cybersecurity attacks and may be more prone to related incidents. We also utilize certain software applications provided by third parties; provide underlying data to third parties; grant access to certain of our systems to third parties who provide certain outsourced administrative functions or other services; and increasingly store and transmit data with our customers and third parties by means of connected information technology systems, any of which may increase the risk of a data privacy breach or other cybersecurity incident. Although we strive to carefully select our third-party vendors, we do not control their actions and any problems caused by or impacting these third parties, including cyber attacks and security breaches at a vendor, could result in claims, litigation, losses, and/or liabilities and materially adversely affect our ability to provide service to our customers and otherwise conduct our business.

Our information technology systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, these systems are vulnerable to interruption by adverse weather conditions or natural disasters, power loss, telecommunications failures, terrorist attacks, internet failures, computer viruses, and other events beyond our control. It is not practicable to fully protect against the possibility of these events or cybersecurity attacks and other cyber events in every potential circumstance that may arise. To mitigate the potential for such occurrences at our primary data center, we have implemented various systems, including redundant telecommunication facilities; replication of critical data to an offsite location; fire suppression systems to protect our on-site data centers; and electrical power protection and generation facilities. We also have a catastrophic disaster recovery plan and alternate processing capability available for our critical data processes in the event of a catastrophe that renders one of our data centers unusable. A significant portion of our office personnel work remotely through hybrid and remote work arrangements, which may increase our exposure to cybersecurity risks, including an increased demand for information technology resources, an increased risk of phishing, and an increased risk of other cybersecurity attacks. We continue to implement physical and cybersecurity measures in an attempt to safeguard our systems in order to serve our operational needs in a remote working environment and to provide uninterrupted service to our customers.

Our property and cyber insurance would offset losses up to certain coverage limits in the event of a catastrophe or certain cyber incidents, including certain business interruption events related to these incidents; however, losses arising from a catastrophe or significant cyber incident would likely exceed our insurance coverage and could have a material adverse impact on our results of operations and financial condition. We do not have insurance coverage specific to losses resulting from a pandemic. A significant disruption in our information technology systems or a significant cybersecurity incident, including denial of service, system failure, security breach, intentional or inadvertent acts by employees or vendors with access to our systems or data, disruption by malware, or other damage, could interrupt or delay our operations, damage our reputation, cause a loss of customers, cause errors or delays in financial reporting, expose us to a risk of loss or litigation, and/or cause us to incur significant time and expense to remedy such an event.

We have experienced incidents involving attempted denial of service attacks, malware attacks, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to our business. To our knowledge, the various protections we have employed have been effective to date in identifying these types of events at a point when the impact on our business could be minimized. We must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have a security impact. We have made and continue to make significant financial investments in technologies and processes to mitigate these risks. We also provide employee awareness training around phishing, malware, and other cyber risks. Despite our efforts, due to the increasing sophistication of cyber criminals and the development of new techniques for attack, we may be unable to anticipate or promptly detect, or implement adequate protective or remedial measures against, the activities of perpetrators of cyber attacks. Management is not aware of any current cybersecurity incident that has had a material effect on our operations, although there can be no assurances that a cyber incident that could have a material impact to our operations could not occur.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash, cash equivalents, and short-term investments, cash generated by operations, and borrowing capacity under our revolving credit facility (“Credit Facility”) under our Third Amended and Restated Credit Agreement (“Credit Agreement”) or our accounts receivable securitization program.

Cash Flow and Short-Term Investments

Components of cash and cash equivalents and short-term investments, which are further described within Note B to our consolidated financial statements included in Part I, Item 1 of the Quarterly Report of Form 10-Q, were as follows:

	June 30		December 31
	2022		2021
	(in thousands)
Cash and cash equivalents	$	127,058	$	76,620
Short-term investments		76,802		48,339
Total	$	203,860	$	124,959

Cash, cash equivalents, and short-term investments increased $78.9 million from December 31, 2021 to June 30, 2022. During the six-month period ended June 30, 2022, cash on hand and cash provided by operations were used to make payments of $26.9 million on notes payable; fund $40.6 million of capital expenditures, net of proceeds from asset sales (and an additional $19.5 million of certain Asset-Based revenue equipment was financed with notes payable); fund $31.2 million of treasury stock repurchases under the Company’s share repurchase program; fund $8.5 million of internally developed software; and pay dividends of $4.9 million on common stock.

Cash provided by operating activities during the six months ended June 30, 2022 was $184.6 million compared to cash provided by operating activities of $145.9 million in the same prior-year period. Net income increased $87.7 million for the six months ended June 30, 2022, compared to the same period of 2021, primarily due to improved operating performance. The year-over-year net income comparison was impacted by an $8.6 million gain on the sale of an unutilized property in the Asset-Based segment in first quarter 2021, compared to the Company’s total gains on the sale of property and equipment of $4.1 million during the six months ended June 30, 2022, and a $6.9 million gain on the sale of the labor services subsidiary of the ArcBest segment’s moving business during second quarter 2021, compared to escrow settlement of $0.4 million on this sale recognized during second quarter 2022. Cash provided by operating activities also reflected federal, state, and foreign income tax payments, net of refunds, of $55.2 million for the six months ended June 30, 2022, compared to $15.3 million for the same prior-year period.

Changes in operating assets and liabilities, excluding income taxes, reduced cash provided by operating activities by $61.5 million during the six months ended June 30, 2022, while contributing $5.9 million to cash provided by operating activities during the six months ended June 30, 2021. These changes were primarily due to the higher year-over-year increase in accounts receivable and the decrease in accrued expenses, versus an increase in the prior-year period, partially offset by a lower year-over-year increase in accounts payable for the six months ended June 30, 2022, versus the same period of 2021. The increase in accounts receivable was primarily due to the impact of higher business levels, including the addition of the MoLo operations, and timing of collections. The decrease in accrued expenses was primarily related to higher payments in first quarter 2022 for certain union and nonunion performance-based incentive plans earned for 2021, partially offset by year-to-date accruals for these plans for the six months ended June 30, 2022, and the timing of wage and vacation accruals. Accounts payable increased by a lower amount during the first half of 2022, versus the same prior-year period, primarily due to timing of payments.

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Financing Arrangements

During the six months ended June 30, 2022, we borrowed and repaid $58.0 million under our Credit Facility, and our outstanding obligation under the facility as of June 30, 2022 was $50.0 million. As of June 30, 2022, we had available borrowing capacity of $200.0 million under the initial maximum credit amount of the Credit Facility. As of June 30, 2022, we had $40.0 million available under our accounts receivable securitization program, as reduced for our standby letters of credit issued under the program.

We amended our accounts receivable securitization program in May 2022 to, among other things, increase certain ratios, including the delinquency, default and accounts receivable turnover ratios; add language addressing the potential inclusion of receivables originated by MoLo; and replace LIBOR-based interest pricing conventions with interest pricing based on the Secured Overnight Financing Rate (“SOFR”). The facility ratios were adjusted to accommodate revenue growth and customer demand for integrated logistics solutions. Delivering these services, which was accelerated by the November 2021 acquisition of MoLo, has resulted in an increased proportion of total revenues generated by our Asset-Light operations and, as a result, longer collection periods on our accounts receivable, as are typical for Asset-Light businesses.

We have financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements. During the six months ended June 30, 2022, we entered into notes payable arrangements, primarily for revenue equipment, totaling $26.8 million. Future payments due under our notes payable totaled $183.4 million, including interest, as of June 30, 2022, for an increase of $0.1 million from December 31, 2021.

Our financing arrangements, the borrowings and repayments under these agreements, and the scheduled maturities of our long-term debt obligations, are disclosed in Note G to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Contractual Obligations

We have purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to revenue equipment used in our Asset-Based and Asset-Light operations, other equipment, facility improvements, software, service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of June 30, 2022. These purchase obligations totaled $164.4 million as of June 30, 2022, with $155.3 million expected to be paid within the next year, provided that vendors complete their commitments to us. As of June 30, 2022, the amount of our purchase obligations has increased $85.6 million from December 31, 2021, primarily related to the purchase of revenue equipment for our Asset-Based segment, real estate projects and technology advancements which are included in our 2022 capital expenditure plan.

ABF Freight System, Inc. and certain other subsidiaries reported in our Asset-Based operating segment contribute to multiemployer health, welfare, and pension plans based generally on the time worked by their contractual employees, as specified in the collective bargaining agreement and other supporting supplemental agreements (see Note H to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

As of June 30, 2022, contractual obligations for operating lease liabilities, primarily related to our Asset-Based service centers, totaled $222.1 million, including imputed interest, for an increase of $14.0 million from December 31, 2021. The scheduled maturities of our operating lease liabilities as of June 30, 2022 are disclosed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no other material changes in the contractual obligations disclosed in our 2021 Annual Report on Form 10-K during the six months ended June 30, 2022. We have no investments, loans, or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities, or financial partnerships and have no outstanding loans with executive officers or directors.

Our total capital expenditures for 2022, including amounts financed, are estimated to be $240 million to $250 million, net of asset sales. Revenue equipment purchases of approximately $115 million, primarily for our Asset-Based operations, comprise the majority of our estimated net capital expenditures for 2022. The remainder of our 2022 expected capital expenditures include investments above historical annual levels in real estate projects, which are estimated to total

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$45 million to $55 million, primarily related to our Asset-Based operations; dock equipment upgrades and enhancements for our Asset-Based operations to support our growth plans; and technology investments across the enterprise. We have the flexibility to adjust certain planned 2022 capital expenditures as business levels dictate. Depreciation and amortization expense, excluding amortization of intangibles, is estimated to be approximately $125 million to $130 million in 2022. The amortization of intangible assets is estimated to be approximately $13 million in 2022, primarily related to purchase accounting amortization associated with the MoLo acquisition.

Other Liquidity Information

General economic conditions, including the impact of the war in Ukraine and the effects of the COVID-19 pandemic in future periods, along with competitive market factors, record high inflation, rising interest rates as a result of monetary policy and volatile energy prices, and the related impact on our business, primarily tonnage and shipment levels and the pricing that we receive for our services in future periods, could affect our ability to generate cash from operations and maintain cash, cash equivalents, and short-term investments on hand as operating costs increase. Our Credit Facility and our accounts receivable securitization program provide available sources of liquidity with flexible borrowing and payment options. We had available borrowing capacity under our Credit Facility and our accounts receivable securitization program of $200.0 million and $40.0 million, respectively, at the end of June 2022. We believe that these agreements provide borrowing capacity necessary for growth of our businesses. During the next 12 months and for the foreseeable future, we believe existing cash, cash equivalents, short-term investments, cash generated by operations, and amounts available under our Credit Facility or our accounts receivable securitization program will be sufficient to finance our operating expenses; fund our ongoing initiatives to grow our business, including investments in technology; repay amounts due under our financing arrangements; and pay contingent consideration related to the MoLo acquisition as it is earned. Notes payable, finance leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us.

As previously discussed in the General section of MD&A, we acquired MoLo on November 1, 2021. The Merger Agreement is subject to certain post-closing adjustments which were estimated at closing and provides for additional cash consideration ranging from 44% to 212% of the target payment relative to the achievement of incremental adjusted EBITDA targets of 80% to 300% for years 2023 through 2025. The cumulative additional consideration through 2025 would be $215.0 million at 100% of the target, consisting of target earnout payments of $45.0 million, $70.0 million, and $100.0 million for the years ended December 31, 2023, 2024, and 2025, respectively.

We continue to take actions to accelerate the return of capital and enhance shareholder value with our quarterly dividend payments and share repurchase programs. On July 27, 2022, we announced our Board of Directors declared a dividend of $0.12 per share to stockholders of record as of August 10, 2022. We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no assurance in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition; contractual restrictions applying to the payment of dividends under our Credit Agreement; and other factors.

During the six months ended June 30, 2022, we purchased 616,516 shares of our common stock for an aggregate cost of $56.2 million, including the remaining shares purchased under our fixed dollar accelerated share repurchase program, which was settled in January 2022. In April 2022, our Board of Directors increased the total amount available for purchases of our common stock under the program to $75.0 million. As of June 30, 2022, $60.3 million remained available for repurchase under the share repurchase program (see Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Financial Instruments

We have interest rate swap agreements in place, which are discussed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. As of June 30, 2022, we have no other derivative or hedging arrangements outstanding.

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Balance Sheet Changes

Accounts Receivable

Accounts receivable increased $77.3 million from December 31, 2021 to June 30, 2022, reflecting higher business levels in June 2022 compared to December 2021 and timing of collections.

Operating Right of Use Assets and Operating Lease Liabilities

The increase in operating right of use assets of $17.4 million and the increase in operating lease liabilities, including current portion, of $17.2 million from December 31, 2021 to June 30, 2022, were primarily due to new leases and lease renewals during the six months ended June 30, 2022.

Accounts Payable

Accounts payable increased $34.7 million from December 31, 2021 to June 30, 2022, primarily due to increased business levels in June 2022 compared to December 2021.

Income Taxes

Our effective tax rate was 23.0% and 23.6% for the three and six months ended June 30, 2022, respectively, compared to 17.0% and 19.5%, respectively, for the same periods of 2021. The federal statutory tax rate is 21.0% and the average state tax rate, net of the associated federal deduction, is approximately 5%. However, various factors and significant changes in nondeductible expenses, such as cash surrender value of life insurance and the settlement of share-based payment awards primarily vesting in the second quarter, may cause the full-year 2022 tax rate to vary significantly from the statutory rate.

Reconciliation between the effective income tax rate, as computed on income before income taxes, and the statutory federal income tax rate is presented in the following table:

	Three Months Ended								Six Months Ended
	June 30								June 30
	2022				2021				2022				2021
	(in thousands, except percentages)
Income tax provision at the statutory federal rate	$	27,938	21.0	%	$	15,426	21.0	%	$	47,314	21.0	%	$	22,009	21.0	%
Federal income tax effects of:
Nondeductible expenses and other		1,212	0.9	%		1,012	1.4	%		2,179	1.0	%		1,493	1.4	%
Increase in valuation allowances		70	0.1	%		35	—	%		111	—	%		127	0.1	%
Tax benefit from vested RSUs		(5,061)	(3.8)	%		(6,796)	(9.2)	%		(5,931)	(2.6)	%		(6,931)	(6.6)	%
Federal research and development tax credits		(375)	(0.3)	%		(125)	(0.2)	%		(1,583)	(0.7)	%		(253)	(0.2)	%
Life insurance proceeds and changes in cash surrender value		569	0.4	%		(262)	(0.4)	%		736	0.3	%		(528)	(0.5)	%
Federal income tax provision	$	24,353	18.3	%	$	9,290	12.6	%	$	42,826	19.0	%	$	15,917	15.2	%
State income tax provision		6,223	4.7	%		3,187	4.4	%		10,450	4.6	%		4,546	4.3	%
Total provision for income taxes	$	30,576	23.0	%	$	12,477	17.0	%	$	53,276	23.6	%	$	20,463	19.5	%

At June 30, 2022, we had $53.4 million of net deferred tax liabilities after valuation allowances. We evaluated the need for a valuation allowance for deferred tax assets at June 30, 2022 by considering the future reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation allowances for deferred tax assets totaled $2.3 million and $2.2 million at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, deferred tax liabilities which will reverse in future years exceeded deferred tax assets.

Financial reporting income may differ significantly from taxable income because of items such as prepaid expenses, accelerated depreciation for tax purposes, and a significant number of liabilities such as vacation pay, workers’ compensation, and other liabilities, which, for tax purposes, are generally deductible only when paid. For the six months ended June 30, 2022 and 2021, income determined under income tax law exceeded financial reporting income.

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During the six months ended June 30, 2022, we made federal, state, and foreign tax payments of $56.4 million, and received refunds of $1.2 million of federal and state income taxes that were paid in prior years. Management does not expect the cash outlays for income taxes will materially exceed reported income tax expense for the foreseeable future.

Critical Accounting Policies

The accounting policies that are “critical,” or the most important, to understand our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2021 Annual Report on Form 10-K. There have been no updates to our critical accounting policies during the six months ended June 30, 2022. Management believes that there is no new accounting guidance issued but not yet effective that will impact our critical accounting policies.

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Forward-Looking Statements

Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. 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: the effects of widespread outbreak of an illness or disease, including the COVID-19 pandemic, or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including acts of war or terrorism or military conflicts; 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; interruption or failure of third-party software or information technology systems or licenses; 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; the loss or reduction of business from large customers; the ability to manage our cost structure, and the timing and performance of growth initiatives; the cost, integration, and performance of any recent or future acquisitions, including the acquisition of MoLo Solutions, LLC, and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; market fluctuations and interruptions affecting the price of our stock or the price or timing of our share repurchase programs; maintaining our corporate reputation and intellectual property rights; nationwide or global disruption in the supply chain increasing volatility in freight volumes; competitive initiatives and pricing pressures; 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; 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; 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; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; governmental regulations; environmental laws and regulations, including emissions-control regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; self-insurance claims and insurance premium costs; potential impairment of goodwill and intangible assets; 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; increasing costs due to inflation; seasonal fluctuations and adverse weather conditions; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (the “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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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In response to significant inflation pressures, the Federal Reserve has tightened monetary policy, including interest rate increases in 2022 which are the largest in nearly 30 years. Our current interest rate risk exposure is related primarily to our debt portfolio. Our debt portfolio includes notes payable with a fixed rate of interest, which mitigates the impact of fluctuations in interest rates. Future issuances of long-term debt could be impacted by increases in interest rates, which could result in higher interest costs. Borrowings under our revolving credit facility and accounts receivable securitization program are at a variable interest rate and expose us to the risk of increasing interest rates. We currently utilize an interest rate swap agreement to mitigate a portion of our interest rate risk under our revolving credit facility. See Note G to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion of our interest rates.

The COVID-19 pandemic and geopolitical conflicts, including the war in Ukraine, continue to impact the global and U.S. economies and supply chain networks, leading to greater economic uncertainty. Discussion of current economic conditions and related impact on our business can be found in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form 10-Q.

There have been no other significant changes in the Company’s market risks as reported in the Company’s 2021 Annual Report on Form 10-K since December 31, 2021.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2022.

The Company acquired MoLo Solutions, LLC (“MoLo”) on November 1, 2021. Pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of evaluation for a period not to exceed one year from the date of acquisition, management has excluded MoLo from its evaluation of internal control over financial reporting as of June 30, 2022.

There were no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II.

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

The Company’s risk factors are fully described in the Company’s 2021 Annual Report on Form 10-K. No material changes to the Company’s risk factors have occurred since the Company filed its 2021 Annual Report on Form 10-K.

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

(a)Recent sales of unregistered securities.

None.

(b)Use of proceeds from registered securities.

None.

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

The Company has a program (the “share repurchase program”) to repurchase its common stock in the open market or in privately negotiated transactions. The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources.

During the six months ended June 30, 2022, the Company repurchased 616,516 shares of common stock for aggregate cost of $56.2 million, including the remaining shares purchased under the fixed-dollar accelerated share repurchase program entered into in November 2021 and settled in January 2022. In April 2022, the Board increased the total amount available for purchases of the Company’s common stock under the share repurchase program to $75.0 million. As of June 30, 2022 and December 31, 2021, the Company had $60.3 million and $66.9 million, respectively, remaining under the share repurchase programs.

				Total Number of	Maximum
				Shares Purchased	Approximate Dollar
	Total Number	Average		as Part of Publicly	Value of Shares that
	of Shares	Price Paid		Announced	May Yet Be Purchased
	Purchased	Per Share(1)		Program	Under the Program
	(in thousands, except share and per share data)
4/1/2022-4/30/2022	—	$	—	—	$	75,000
5/1/2022-5/31/2022	199,308		70.63	199,308	$	60,923
6/1/2022-6/30/2022	9,210		71.16	9,210	$	60,268
Total	208,518	$	70.65	208,518

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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

Exhibit No.
2.1	Agreement and Plan of Merger, dated September 29, 2021, by and among the Company, Simba Sub, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2021, File No. 000-19969, and incorporated herein by reference).
2.2	Consent and Amendment to the Agreement and Plan of Merger, dated October 25, 2021, by and among the Company, Simba Sub, LLC, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.2 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2022, File No. 000-19969, and incorporated herein by reference).
2.3	Second Amendment to Agreement and Plan of Merger, dated March 31, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2022, File No. 000-19969, and incorporated herein by reference).
2.4*	Third Amendment to Agreement and Plan of Merger, dated May 6, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives.
3.1	Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2019, File No. 000-19969, and incorporated herein by reference).
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2009, File No. 000-19969, and incorporated herein by reference).
3.3	Fifth Amended and Restated Bylaws of the Company dated as of October 31, 2016 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2016, File No. 000-19969, and incorporated herein by reference).
3.4	Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2014, File No. 000-19969, and incorporated herein by reference).
10.1#*	Form of Restricted Stock Unit Award Agreement (Employees) (for 2022 awards).
10.2#*	Form of Restricted Stock Unit Award Agreement (Non-Employees Directors – with deferral feature) (for 2022 awards).
10.3	Second Amendment to Third Amended and Restated Receivables Loan Agreement, dated as of May 13, 2022, by and among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 17, 2022, File No. 000-19969, and incorporated herein by reference).
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document – the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.

54

101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	The Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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

*     Filed herewith.

**   Furnished herewith.

55

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: August 5, 2022	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman, President and Chief Executive Officer
	and Principal Executive Officer
Date: August 5, 2022	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

56

EX-2.4

EXHIBIT 2.4

Execution Version

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

ThisTHIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this

“Amendment”), dated as of May 6, 2022, is entered into by and among ArcBest Corporation, a Delaware corporation (“Buyer”) on behalf of itself and Molo Solutions, LLC, an Illinois limited liability company and the successor by merger to Simba Sub, LLC, an Illinois limited liability company(“Merger Sub”),and,solelyintheircapacityastheSellers’Representativeforthelimited purposesdescribedintheMergerAgreement(asdefinedbelow)andnotinanypersonalcapacity, Andrew Silver, an individual resident of the State of Illinois, and Matt Vogrich, an individual residentoftheStateofIllinois(collectively,the“Sellers’ Representative”).Capitalizedtermsused but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS,onSeptember29,2021,Buyer,theSellers’Representative,MoLoSolutions, LLC, an Illinois limited liability company (the “Company”), and Simba Sub, LLC, an Illinois limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”);

WHEREAS,theClosingoccurredonNovember1,2021;

WHEREAS, following the Closing, Buyer delivered to the Sellers’ Representative the Preliminary Closing Statement on January 31, 2022 (the “First Preliminary Closing Statement”) and an amended Preliminary Closing Statement on February 4, 2022 (the “Amended Preliminary Closing Statement” and together with the First Preliminary Closing Statement, the “Preliminary Closing Statements”)andtheSellers’RepresentativedeliveredtoBuyeranObjectionsStatement on March 15, 2022 (the “Prior Objections Statement”);

WHEREAS, Buyer, Sellers’ Representative and the Company (i) entered into a letter agreement on March 1, 2022 to extend the deadline for the Sellers’ Representative to deliver the ObjectionsStatementtoBuyerbyanadditional10BusinessDays(the“Letter Agreement”),and

(ii)subsequenttotheLetterAgreement,enteredintotheSecondAmendmenttoMergerAgreement dated March 31, 2022 (the “Second Amendment”); and

WHEREAS, in furtherance of the foregoing and in accordance with Section 13.07 of the MergerAgreement,thepartiesheretodesiretofurtheramendthetermsoftheMergerAgreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section1.Amendments to the Merger Agreement.The Merger Agreement (as amendedbytheSecondAmendment)isherebyfurtheramendedassetforthbelowinthisSection1.

US 885830947369092.3

(a)Section 2.08 of the Merger Agreement is hereby further amended to provide that, notwithstandinganythingtothecontraryintheMergerAgreementortheSecondAmendment,the deadline for the Sellers’ Representative to deliver the Objections Statement to Buyer is extended to June 10, 2022.

(b)Section 2.08 of the Merger Agreement is hereby further amended to provide that, notwithstandinganythingtothecontraryintheMergerAgreementortheSecondAmendment,the Objections Statement delivered by the Sellers’ Representative shall take into account all adjustments for activities by the Company and its Subsidiaries through May 31, 2022 relating to the balances of the Company and its Subsidiaries existing as of the Reference Time, including (i) any adjustments to accounts payable of the Company existing as of the Reference Time and (ii) increases to the calculation of Closing Net Working Capital, on a dollar for dollar basis, for the amountofoutstandingaccountsreceivableoftheCompanyexistingasoftheReferenceTime(x) forwhichanypaymentisreceivedbytheCompanybyMay31,2022,or(y)thatare,nolaterthan by May 31, 2022, validated or otherwise acknowledged in writing by the relevant customer to be avalidobligationofsuchcustomertogetherwithaconfirmationthatsuchaccountsreceivablewill be paid by June 15, 2022, in a form reasonably acceptable to Buyer (but such amounts will be disregarded to the extent not actually collected by June 15, 2022); provided, that in no event will the resulting final Closing Merger Consideration from the Objections Statement be less than the final Closing Merger Consideration set forth on the Amended Preliminary Closing Statement, provided, further, that the resulting final Closing Merger Consideration shall be determined in accordance with Section 2.08 of the Merger Agreement as modified by the framework agreed in this Amendment.

(c)The reference to “30 days” in Section 2.08(c) of the Merger Agreement is hereby amended to read “60 days (or, if later, June 30, 2022)”.

Section2.References to and Effect on the Merger Agreement.Except asspecifically provided herein, nothing herein shall be deemed to constitute an amendment, modification, waiver or termination of any of the other terms set forth in the Merger Agreement, which shall remain in full force and effect, and constitute the valid, binding and enforceable obligations of the parties in accordance therewith.

Section3.Miscellaneous.All relevant provisions of ArticleXIII (Miscellaneous) of the Merger Agreement (including, without limitation, Section 13.06 thereof) shall apply to this Amendment to the same extent as if set forth herein, mutatis mutandis.

[Signature Page(s) Follow]

47369092.3

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

BUYER:

ARCBEST CORPORATION (on behalf of itself and Molo Solutions, LLC)

By: /s/ Danny Loe​ ​ Name: Danny Loe

Title: Chief Yield Officer and President, Asset Light Logistics

SELLERS’ REPRESENTATIVE:

/s/ Andrew Silver

AndrewSilver

/s/ Matt Vogrich

MattVogrich

[Signature Page to Third Amendment to Agreement and Plan of Merger]

47369092.3

EX-10.1

EXHIBIT 10.1

ARCBEST CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Employees)

Participant:	[ ]
Grant Date:	[ ]
Award Number:	[ ]
Restricted Stock Units Awarded:	[ ]

ThisRestrictedStockUnitAwardAgreement(this“Agreement”)isdatedas of this_____day of _______ 20__ (the “Grant Date”),and is between ArcBest Corporation (the “Company”) and ______________ (“Participant”).

WHEREAS, the Company, by action of the Board and approval of its shareholders established the ArcBest Corporation Ownership Incentive Plan (the “Plan”);

WHEREAS, Participant is employed by the Company or a Subsidiary and the Company desirestoencourageParticipanttoownCommonStockforthepurposesstatedinSection1ofthe Plan;

WHEREAS, Participant and the Company have entered into this Agreement to governthe terms of the Restricted Stock Unit Award (as defined below) granted to Participant by the Company.

NOW,THEREFORE,inconsiderationoftheforegoing,thepartiesheretoagreeasfollows:

1.Definitions

Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.

2.Grant of Restricted Stock Units

On the Grant Date, the Company hereby grants to Participant an Award of [# Restricted Stock Units Awarded] Restricted Stock Units (the “Award”) in accordance with Section 9 of the Plan and subject to the conditions set forth in this Agreement and the Plan (as amended from time totime). Each Restricted Stock Unit subject to the Award represents the right to receive one Share (as adjusted from time to time pursuant to Paragraph 13 hereof and/or Section 13 of the Plan) upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. By accepting the Award, Participant irrevocably agrees on behalf of Participant and Participant’s successors and permitted assigns to all of the terms and conditions of the Award as set forth in or pursuant to this Agreement and the Plan (as such Plan may be amended from time to time).

In addition, Participant consents to receive documents from the Company and any plan administrator by means of electronic delivery, provided that such delivery complies with applicable law, including, without limitation, documents pursuant or relating to any equity award granted to you under the Plan or any other current or future equity or other benefit plan of the Company (the “Company’s Equity Plans”).  This consent shall be effective for the entire time that you are a participant in a Company Equity Plan.

3.Vesting; Payment

(a)The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested on a pro rata basis over a three-year period beginning as of the Grant Date, with one-third of the Award vesting on each of the first, second, and third anniversaries of the Grant Date (each a “Normal Vesting Date”), provided that Participant remains continuously employed by the Company through each such Normal Vesting Date. In addition, the Award shall become vested with respect to 100% of the Restricted Stock Units on the date Participant experiences a termination of employment with the Company or any Subsidiary on or after age 65 (referred to herein as “Normal Retirement”) other than for Cause(asdefinedbelow).

RestrictedStockUnitsthathavevestedandarenolongersubjecttoasubstantialriskofforfeiture are referred to herein as “Vested Units.” Restricted Stock Units that are not vested and generally remain subject to forfeiture are referred to herein as “Unvested Units.”

(b)ThevestingperiodoftheAwardsetforthinParagraph3(a)maybeadjustedbythe CompensationCommittee(“Committee”)toreflectthedecreasedlevelofemploymentduringany period in which Participant is on an approved leave of absence or is employed on a less than full timebasis.NotwithstandinganythingtothecontraryinthisParagraph3,theAwardshallbesubject to earlier acceleration of vesting and/or forfeiture and transfer as provided in this Agreement and the Plan. In no event may any adjustment under this paragraph delay the Settlement Date for any Vested Units beyond the applicable Normal Vesting Date or termination of employment ifearlier.

(c)SubjecttoParagraph3(d)below,oneachNormalVestingDate,or,ifearlier,upon NormalRetirement,ParticipantshallbeentitledtoreceiveoneShare (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan. The Company will transfer such Shares to Participant or Participant’s designee subject to (i) Participant’s satisfaction of any required tax withholding obligations as set forth in Paragraph 6 and (ii) the restrictions,ifany,imposedbytheCompanypursuanttoParagraph14(f)orotherwisepursuantto the terms and conditions of the Plan and thisAgreement.

(d)Each date upon which Shares are to be issued under Paragraph 3(c) is referred to as a “Settlement Date.” The issuance of the Shares hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in anaccountestablishedontheParticipant’sbehalfwithabrokeragefirmorothercustodian,ineach case as determined by the Company. Fractional shares will not be issued pursuant to theAward.

2

Notwithstanding the above, prior to a Change in Control (i) for administrative or other reasons,theCompanymayfromtimetotimetemporarilysuspendtheissuanceofShares, (ii) the Company shall not be obligated to deliver any Shares during any period when the Company determines that the delivery of Shares hereunder would violate any federal,stateorotherapplicablelaws,and(iii)thedateonwhichSharesareissuedhereundermay includeadelayinordertoprovidetheCompanysuchtimeasitdeterminesappropriatetoaddress taxwithholdingandotheradministrativematters.Anydelaypursuantto3(d)(ii)shallonlybeuntil such time that the Company determines that the delivery of shares would no longer violate any federal, state or other applicable law. Notwithstanding the delay for administrative or other reasons provided for in clauses (i) and (iii) above, in no event will such issuance of shares be delayed beyond the later of the end of the calendar year in which the Settlement Date occurs or the 15th day ofthethirdmonthafterthe end of such year, or such other time as permitted under Section 409A of the Code and the regulations thereunder without the imposition of any additional taxes under Section 409A of theCode.

Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement shall be construed or deemed to be amended as necessary to comply with the requirementsofSection409AoftheCodetoavoidtheimpositionofanyadditionaloraccelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan, and this Agreement and shall interpret the terms of the Plan and this Agreement consistently therewith. Under no circumstances, however, shall the Company have any liability under the Plan or this Agreementforanytaxes,penaltiesorinterestdueonamountspaidorpayablepursuanttothePlan or this Agreement, including any taxes, penalties or interest imposed under Section 409A of the Code.

4.Status of Participant

Participant shall have no rights as a stockholder (including, without limitation, any voting rights with respect to the Shares subject to the Award and, except to the extent the Award is adjusted pursuant to Paragraph 13 hereof and/or Section 13 of the Plan, the right to receive any paymentswithrespecttodividendsorotherdistributionspaidwithrespecttotheSharessubjectto thisAward)withrespecttoeithertheRestrictedStockUnitsgrantedhereunderortheShares underlyingtheRestrictedStockUnits,unlessanduntilsuchSharesareissuedinrespectofVested Units, and then only to the extent of such issuedShares.

5.Effect of Termination of Employment; Change in Control

(a)General. Except as provided in Paragraphs 5(c) or (d), upon a termination of Participant’semploymentwiththeCompanyoranySubsidiaryforanyreason,theUnvestedUnits shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration toParticipant.

(b)Cause. Upon a termination of Participant’s employment with the Company orany SubsidiaryforCause(asdefinedbelow),allVestedUnitsandUnvestedUnitsshallbeforfeitedby Participant and cancelled and surrendered to the Company without payment of any consideration toParticipant.

3

(c)Death; Disability. Upon a termination of Participant’s employment with the CompanyoranySubsidiarybyreasonofParticipant’sdeathorDisabilityallUnvestedUnitsshall vestasofthedateofsuchterminationofserviceandbeissuedassoonasadministrativelypossible. For the purposes of this Agreement, the term “Disability” shall mean a condition under which Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or canbeexpectedtolastforacontinuousperiodofnotlessthantwelvemonths,or(ii)is,byreason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving incomereplacementbenefitsforaperiodofnotlessthanthreemonthsunderanaccidentandhealth plan covering employees of theCompany.

(d)Change in Control. Upon a termination of Participant’s employment with the Company or any Subsidiary by the Company or any Subsidiary without Cause (as definedbelow) or by Participant for Good Reason (as defined below), in either case, within the 24-month period immediately following a Change in Control, all Unvested Units shall vest as of the date of such termination of employment and be issued as soon as administratively possible.

For purposes of this Agreement, the term “Cause” shall mean (i) Participant’s gross misconduct or fraud in the performanceofParticipant’sdutiestotheCompanyoranySubsidiary;(ii)Participant’sconviction or guilty plea or plea of nolo contendere with respect to any felony or act of moral turpitude; (iii) Participant’s engaging in any material act of theft or material misappropriation of Company property or (iv) Participant’s breach of the Company’s Code of Conduct as such code may be revisedfromtimetotime.

ForpurposesofthisAgreement,theterm“Good Reason”shallmean (i) any material and adverse diminution in Participant’s title, duties, or responsibilities; (ii) a reduction in Participant’s base salary or employee benefits (including reducing Participant’s level of participation or target bonus award opportunity in the Company’s incentive compensation plans) or (iii) a relocation of Participant’s principal place of employment of more than 50 miles without the prior consent of Participant.

(e)Specified Employees.NotwithstandinganythinginthisAgreementtothecontrary, withrespecttoanyamountsthattheCompanydeterminestobedeferredcompensationwithinthe meaningofSection409AoftheCode,iftheCompanydeterminesthatasoftheSettlementDate Participant is a “specified employee” (as such term is defined under Section 409A of the Code), any such Shares to be issued to Participant on a Settlement Date that occurs by reason of Participant’sterminationofemploymentwiththeCompanyotherbyreasonofParticipant’sdeath or Disability will not be issued to Participant until the date that is six months following the Settlement Date (or such earlier time permitted under Section 409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of theCode).

6.Withholding and Disposition of Shares

(a)Generally. Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any

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representation or undertaking regarding the treatment of any tax withholding in connection with thegrantorvestingoftheAwardorthesubsequentsaleofSharesissuablepursuanttotheAward. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate Participant’s taxliability.

(b)Payment of Withholding Taxes. Prior to any event in connection with the Award that the Company determines may result in any domestic or foreign minimum statutory tax withholding obligation (i.e. federal, state, OASDI and HI and/or local) (the “Tax Withholding Obligation”), Participant is required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. Participant and the Company agreethattaxwithholdingrequiredasaresultofperiodicvestingwillbehandledattheCompany’s option by payroll deduction or such other means as the Company may establish orpermit.

(i)By Withholding Shares. Unless Participant elects to satisfy the Tax WithholdingObligationbyanalternativemeansinaccordancewithParagraph6(b)(ii),thatoccurs attheSettlementDate,Participant’sacceptanceofthisAwardconstitutesParticipant’sinstruction and authorization to the Company to withhold on Participant’s behalf the number of Shares from those Shares issuable to Participant as a result of the occurrence of a Settlement Date as the Company determines to be sufficient to satisfy the Tax WithholdingObligation.

(ii)By Other Payment. At any time not less than five (5) business days before any Tax Withholding Obligation arising as a result of the Settlement Date, Participant may notify the Company of Participant’s election to pay Participant’s Tax Withholding Obligation by wire transfer,cashier’scheckorothermeanspermittedbytheCompany.Insuchcase,Participantshall satisfy his or her tax withholding obligation by paying to the Company on such date as it shall specify an amount that the Company determines is sufficient to satisfy the expected Tax WithholdingObligationby(i)wiretransfertosuchaccountastheCompanymaydirect, (ii)deliveryofacashier’scheckpayabletotheCompany,Attn:ExecutiveBenefits,attheaddress set forth in Paragraph 14(a), or such other address as the Company may from time to time direct, or (iii) such other means as the Company may establish or permit. Participant agrees and acknowledges that prior to the date the Tax Withholding Obligation arises, the Company will be required to estimate the amount of the Tax Withholding Obligation and accordingly may require the amount paid to the Company under this Paragraph 6(b)(ii) to be more than the minimum amount that may actually be due and that, if Participant has not delivered payment of a sufficient amounttotheCompanytosatisfytheTaxWithholdingObligation(regardlessofwhetherasa resultoftheCompanyunderestimatingtherequiredpaymentorParticipantfailingtotimelymake therequiredpayment),theadditionalTaxWithholdingObligationamountsshallbesatisfiedinthe manner specified in Paragraph6(b)(i).

7.Excess Parachute Payments

Notwithstanding anything in this Agreement to the contrary, if any of the payments in respect of this Award, together with any other payments to which Participant has the right to receive from the Company or any purchaser, successor, or assign, would constitute an “excess parachutepayment”(asdefinedinSection280G of the Code),abest-of-netcalculationwillbe

5

performed to determine whether change in control benefits due to the Participant should be reduced (so no excisetaxwillbeimposedunderSection 4999 of the Code)orshouldbepaidinfull(withanyexcisetaxtobepaidin fullbytheParticipant,withanysuchreductionfirstappliedtopaymentspursuanttoanyDeferred Salary Agreement to which Participant is a party, then to payments pursuant to the 2012 Change in Control Plan, if applicable, and then to Awards of Restricted Stock Units under thePlan.

8.Plan Controls

ThetermsofthisAgreementaregovernedbythetermsofthePlan,asitexistsontheGrant Date and as the Plan is amended from time to time. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise in this Agreement. The term “Section” generally refers to provisions within the Plan; provided, however, the term “Paragraph” shall refer to a provision of thisAgreement.

9.Limitation on Rights; No Right to Future Grants; Extraordinary Item

By entering into this Agreement and accepting the Award, Participant acknowledges that: (a) Participant’s participation in the Plan is voluntary; (b) the value of the Award is an extraordinaryitemwhichisoutsidethescopeofanyemploymentcontractwithParticipant;(c)the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and Participant will not be entitled to compensation or damages as a consequence of Participant’s forfeiture as provided for in the Plan or this Agreement of any unvested portion of theAwardforanyreason;and(d)intheeventthatParticipantisnotadirectemployeeofCompany, the grant of the Award will not be interpreted to form an employment relationship with the Company or any Subsidiary and the grant of the Award will not be interpreted to form an employmentcontractwithParticipant’semployer,theCompanyoranySubsidiary.TheCompany shall be under no obligation whatsoever to advise Participant of the existence, maturity or termination of any of Participant’s rights hereunder and Participant shall be responsible for familiarizinghimselforherselfwithallmatterscontainedhereinandinthePlanwhichmayaffect any of Participant’s rights or privilegeshereunder.

10. Committee Authority

AnyquestionconcerningtheinterpretationofthisAgreementorthePlan,anyadjustments requiredtobemadeunderthePlan,andanycontroversythatmayariseunderthePlanorthis AgreementshallbedeterminedbytheCommitteeinitssoleandabsolutediscretion.Suchdecision by the Committee shall be final andbinding.

11.Transfer Restrictions

(a)General Restrictions. Any sale, transfer, assignment, encumbrance, pledge, hypothecation,conveyanceintrust,gift,transferbybequest,deviseordescent,orothertransferor disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of (i) Unvested Units, (ii) Vested Units prior to the Settlement Date, or (iii) Shares subject to such

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Unvested Units or Vested Units shall be strictly prohibited and void; provided, however, Participant may assign or transfer the Award to the extent permitted under the Plan, provided that the Award shall be subject to all the terms and conditions of the Plan, this Agreement and any other terms required by the Committee as a condition to suchtransfer.

(b)Transfers by Covered Persons. If Participant is a “Covered Person” as defined in the ArcBest Corporation Stock Ownership Policy for Directors and Executives (the “Policy”) as amended from time to time, Participant agrees that he or she shall not sell or otherwise dispose or transfer any shares from this Award or any other Award except to the extent permitted by the Policy.

12.Recoupment, Suspension or Termination of Award

PursuanttoSection15ofthePlan,ifatanytimepriortoParticipant’sreceiptofShares pursuant to the Award an Authorized Officer reasonably believes that Participant may have committedanActofMisconduct(asdefinedbelow),theAuthorizedOfficer,theCommitteeorthe Board may suspend Participant’s rights to vest in any Restricted Stock Units, and/or to receive payment for or receive Shares in settlement of Vested Units pending a determination of whether anActofMisconducthasbeencommitted.Further,in such event, exceptasotherwiseprovidedbytheCommittee,(i) neither Participant nor Participant’s estate nor transferee will be entitled to vest in or have the restrictions on Unvested Units lapse, or otherwise receive payment or Shares in respect of Vested Units and (ii) Participant will forfeit all undelivered Vested and Unvested Units. In making such determination, the Committee or an Authorized Officer shall give Participant an opportunity to appear and present evidence on his or her behalf at a hearing before the Committee or an opportunitytosubmitwrittencomments,documents,informationandargumentstobeconsidered by the Committee. Any dispute by Participant or other person as to the determination of the Committee must be resolved pursuant to Paragraph 14(j).

Further, except as otherwise provided by applicable law and in accordance with the ArcBest Recoupment of Incentive Compensation Policy adopted by the Board of Directors of the Company, Participant agrees that the Company may reduce or offset any payment due to Participant from the Company under this Agreement to recoup the repayment obligation set forth inthisSection12,andbyacceptingthegrantofthisAward,Participantconsentstosuchreduction oroffset.SuchreductionoroffsetwillbeapplicabletoanyAwardgranted,awarded,vested,made or earned during the three full fiscal years immediately prior to the fiscal year in which the Participant is found to have committed an Act ofMisconduct.

For purposes of this Agreement, an “Act of Misconduct” means the Participant (i) has committedanactof(a)grossmisconductorfraudintheperformanceofParticipant’sdutiestothe Company or any Subsidiary, (b) embezzlement, fraud, or dishonesty, (c) material theft or misappropriation of Company or Subsidiary property, (d) nonpayment of any obligation owed to the Company or any Subsidiary, (e) breach of fiduciary duty, (f) violation of Company ethics policy or code of conduct, or (g) deliberate disregard of Company or Subsidiary rules; (ii) is convicted of or enters a guilty plea or plea of nolo contendere with regard to any felony or act of moralturpitude;(iii)makesanunauthorizeddisclosureofanyCompanyorSubsidiarytradesecret or confidential information; (iv) solicits any employee or service provider to leave the employ or ceaseprovidingservicestotheCompanyoranySubsidiary;(v)breachesany

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intellectualproperty orassignmentofinventionscovenant;(vi)engagesinanyconductconstitutingunfaircompetition orbreachesanynoncompetitionagreement;(vii)inducesanyCompanyorSubsidiarycustomerto breach a contract with the Company or any Subsidiary or to cease doing business with the Company or any Subsidiary; or (viii) induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agencyrelationship.

13.Adjustment of and Changes in the Stock

In the event that the number of Shares increases or decreases through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), or otherwise, the Committee shall equitably adjust the number of Shares subject to this Award to reflect such increase or decrease.

14.General Provisions

(a)Notices.Wheneveranynoticeisrequiredorpermittedhereunder,suchnoticemust be in writing and delivered in person or by mail (to the address set forth below if notice is being delivered to the Company) or electronically. Any notice delivered in person or by mail shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified orregistered,postageprepaid,addressedtothepersonwhoistoreceiveitattheaddressthatsuch person has theretofore specified by written notice delivered in accordance herewith. Any notice given by the Company to Participant directed to Participant at Participant’s address on file with the Company shall be effective to bind Participant and any other person who shall have acquired rightsunder this Agreement. The Company or Participant may change, by written notice to the other, the address previously specified for receiving notices. Notices delivered to the Companyin person or by mail shall be addressed asfollows:

Company:ArcBestCorporation

Attn: ExecutiveBenefits

P.O. Box 10048

Fort Smith, AR 72917-0048 Fax: (479) 785-6470

(b)No Waiver. No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other righthereunder.

(c)Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Award pursuant to the express provisions of thisAgreement.

(d)Entire Contract.ThisAgreementandthePlanconstitutetheentirecontractbetween the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to theprovisionsofthePlanandwillinallrespectsbeconstruedinconformitywiththeexpressterms and provisions of thePlan.

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(e)Successors and Assigns.The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and Participant and Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

(f)Securities Law Compliance. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Participant or other subsequent transfers by Participant of any Shares issued as a result of or underthisAward,includingwithoutlimitation(i)restrictionsunderaninsidertradingpolicy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resalesorothertransfers.AnysaleoftheSharesmustalsocomplywithotherapplicablelawsand regulations governing the sale of suchshares.

(g)Information Confidential. As partial consideration for the granting of the Award, Participant agrees that he or she will keep confidential all information and knowledge that ParticipanthasrelatingtothemannerandamountofhisorherparticipationinthePlan;provided, however, that such information may be disclosed as required by law and may be given in confidence to Participant’s spouse, tax and financial advisors, or to a financial institution to the extentthatsuchinformationisnecessarytosecurealoan.NothinginthisAgreementwillprevent Participantfrom:(A)makingagoodfaithreportofpossibleviolationsofapplicablelawtoany governmental agency or entity or (B) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent Participant from making a disclosure that: (1) is made in confidence to a federal, state or localgovernmentofficial,eitherdirectlyorindirectly,ortoanattorney;andsolelyforthepurpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of lawmaymakedisclosureswithoutviolatingthisParagraph14(g)totheattorneyoftheindividualand use such information in the courtproceeding.

(h)Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request Participant’sconsenttoparticipateinthePlanbyelectronicmeans.Participantherebyconsentsto receivesuchdocumentsbyelectronicdeliveryand,ifrequested,toagreetoparticipateinthePlan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout Participant’s term of employment or service with the Company and thereafter until withdrawn in writing byParticipant.

(i)Governing Law. Except as may otherwise be provided in the Plan, the provisions ofthisAgreementshallbegovernedbythelawsoftheStateofDelaware,withoutgivingeffectto principles of conflicts oflaw.

(j)Arbitration of Disputes. Pursuant to Section22of the Plan, Participant hereby

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agrees asfollows:

(i)If Participant or Participant’s transferee wishes to challenge any action of the Committee or the Plan Administrator, the person may do so only by submitting to binding arbitration with respect to such decision. The review by the arbitrator will be limited to determining whether Participant or Participant’s transferee has proven that the Committee’s decision was arbitrary or capricious. This arbitration will be the sole and exclusive review permitted of the Committee’s decision. Participant explicitly waives any right to judicialreview.

(ii)Notice of demand for arbitration will be made in writing to the Committee within thirty (30) days after written notice to Participant of the applicable decision by the Committee.ThearbitratorwillbeselectedbymutualagreementoftheCommitteeandParticipant. IftheCommitteeandParticipantareunabletoagreeonanarbitrator,thearbitratorwillbeselected by the American Arbitration Association. The arbitrator, no matter how selected, must beneutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association.ThearbitratorwilladministerandconductthearbitrationpursuanttotheCommercial Rules of Dispute Resolution of the American Arbitration Association. Each side will bear itsown fees and expenses, including its own attorney’s fees, and each side will bear one half of the arbitrator’s fees and expenses; provided, however, that the arbitrator will have the discretion to award the prevailing party its fees and expenses. The arbitrator will have no authority to award exemplary, punitive, special, indirect, consequential, or other extra contractual damages. The decision of the arbitrator on the issue(s) presented for arbitration will be final and conclusive and any court of competent jurisdiction may enforceit.

(k)Section 409A of the Code. This Award is intended to comply, to the extent applicable,withthedistributionandotherrequirementsofSection409AoftheCodeand,assuch, shall be interpreted in a manner consistent therewith. Notwithstanding anything herein or in the Plan to the contrary, the Company may, in its sole discretion, amend this Award (which amendmentshallbeeffectiveuponitsadoptionoratsuchothertimedesignatedbytheCompany) asmaybenecessarytoavoidtheimpositionoftheadditionaltaxunderSection409AoftheCode or otherwise comply with Section 409A of the Code and the regulations thereunder; provided, however, that any such amendment shall be implemented in such a manner as to preserve, to the greatest extent possible, the terms and conditions of this Award as in existence immediately prior to any such amendment.

(l)Board Policies and Guidelines.ParticipantacknowledgesthatthisAwardissubject to certain policies and guidelines as may be from time to time enacted by the Board of Directors of the Company including the ArcBest Recoupment of Incentive Compensation Policy adopted by the Board of Directors of the Company effective October 18, 2007, as amended from time to time.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ARCBEST CORPORATION

By: _____________________________

Judy R. McReynolds

Chairman, President & CEO

PARTICIPANT:

________________________________

[First/Middle/Last Name]

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EX-10.2

EXHIBIT 10.2

ARCBEST CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Non-Employee Directors – with deferral feature)

Participant:First Name MI Last Name

Grant Date:[ ]

Award Number:[ ]

Restricted Stock Units Awarded:[ ]

This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of this [         ] day of [         ], [] (the “Grant Date”), and is between ArcBest Corporation (the “Company”) and [First Name/MI/Last Name] (“Participant”).

WHEREAS, the Company, by action of the Board and approval of its shareholders established the ArcBest Corporation Ownership Incentive Plan (the “Plan”);

WHEREAS, Participant is a member of the Board and is not employed by the Company or a Subsidiary;

WHEREAS, the Company desires to encourage Participant to own Common Stock for the purposes stated in Section 1 of the Plan; and

WHEREAS, Participant and the Company have entered into this Agreement to govern the terms of the Restricted Stock Unit Award (as defined below) granted to Participant by the Company.  

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

1.Definitions

Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.  

2.Grant of Restricted Stock Units

On the Grant Date, the Company hereby grants to Participant an Award of [     ] Restricted Stock Units (the “Award”) in accordance with Section 9 of the Plan and subject to the conditions set forth in this Agreement and the Plan (as amended from time to time).  Each Restricted Stock Unit subject to the Award represents the right to receive one Share (as adjusted from time to time pursuant to Paragraph 13 hereof and/or Section 13 of the Plan) upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan.  By accepting the Award, Participant irrevocably agrees on behalf of Participant and Participant’s successors and permitted assigns to all of the terms and conditions of the Award as set forth in or pursuant to this Agreement and the Plan (as such Plan may be amended from time to time).

3.Vesting; Payment

(a)The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement.  After the Grant Date, provided that Participant remains a member of the Board continuously through the first anniversary of the Grant Date (the “Normal Vesting Date”), the Award shall become vested with respect to 100% of the Restricted Stock Units on such Normal Vesting Date.  In addition, prior to the Normal Vesting Date:

(i)  the Award shall become vested with respect to 100% of the Restricted Stock Units on the first date on or after the Grant Date that the Participant satisfies the requirements for Normal Retirement, as defined below, whether or not actual retirement or separation from service has occurred on that date.

(ii) on the first date on or after the Grant Date on which Participant satisfies the requirements for Early Retirement, as defined below, whether or not actual retirement or separation from service has occurred on that date, the Award shall become vested with respect to the number of the Restricted Stock Units subject to the Award multiplied by a fraction, (A) the numerator of which is equal to the number of full months between such date and the Grant Date, and (B) the denominator of which is 12, and the Award shall continue to vest on the fifteenth day of each subsequent month with respect to an additional one-twelfth of the number of Restricted Stock Units subject to the Award until the first day of the month in which the Normal Vesting Date occurs.   In the month that the Normal Vesting Date occurs, all Units not previously vested shall become vested on the date of the month that corresponds to the Grant Date.

For purposes of this Agreement, the term "Normal Retirement" shall mean Participant's retirement from service as a member of the Board on or after age 65 so long as Participant has, as of the date of such retirement, at least 5 years of service with the Company.  

For purposes of this Agreement, the term "Early Retirement" shall mean Participant's retirement from service as a member of the Board with at least 3 years of Board member service with the Company.

Restricted Stock Units that have vested and are no longer subject to a substantial risk of forfeiture are referred to herein as “Vested Units.”  Restricted Stock Units that are not vested and generally remain subject to forfeiture are referred to herein as “Unvested Units.”

(b)Notwithstanding anything to the contrary in this Paragraph 3, the Award shall be subject to earlier acceleration of vesting and/or forfeiture and transfer as provided in this Agreement and the Plan.

(c)Subject to Paragraph 3(d) below, on the Normal Vesting Date, or, if earlier, the date Participant’s service as a member of the Board terminates on or after he satisfied the requirements for accelerated vesting by virtue of qualifying for Normal Retirement or Early Retirement, Participant shall be entitled to receive one Share (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan.  The Company will transfer such Shares to Participant or Participant’s designee subject to (i) Participant’s satisfaction of any required tax withholding

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obligations as set forth in Paragraph 6 and (ii) the restrictions, if any, imposed by the Company under Paragraph 14(f) or otherwise pursuant to the terms and conditions of the Plan and this Agreement.  

(d)Subject to the satisfaction of all of the tax withholding obligations described in Paragraph 6 below, Participant may irrevocably elect to defer the receipt of any Shares issuable pursuant to Vested Units, other than Shares distributable by reason of Paragraphs 5(b) or (c), by submitting to the Company an election to defer receipt in the form attached hereto as Exhibit A (the “Deferral Election Form”).  In the event Participant intends to defer the receipt of any Shares, Participant must submit a proposed Deferral Election Form to the Company by December 31 of the year preceding the year of the Grant Date of the Award. Notwithstanding anything herein to the contrary, any Shares with respect to which a deferred payment date has been elected shall be immediately distributed to Participant or Participant’s estate, as applicable, upon Participant’s death or Disability (as defined below) or upon a Change in Control.  Participant hereby represents that he or she understands the effect of any such deferral of the receipt of shares under relevant federal, state and local tax laws.

(e)The date upon which Shares are to be issued under either Paragraph 3(c) or 3(d) is referred to as the “Settlement Date.”  The issuance of the Shares hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on the Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company.  Fractional shares will not be issued pursuant to the Award.

Notwithstanding the above, prior to a Change in Control, (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance of Shares (whether or not deferred), (ii) the Company shall not be obligated to deliver any Shares during any period when the Company determines that the delivery of Shares hereunder would violate any federal, state or other applicable laws, and (iii) the date on which Shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.  Any delay pursuant to 3(e)(ii) shall only be until such time that the Company determines that the delivery of shares would no longer violate any federal, state or other applicable law.  Notwithstanding the delay for administrative or other reasons provided for in clauses (i) and (iii) above, in no event will such issuance of shares be delayed beyond the later of the end of the calendar year in which the Settlement Date occurs, or the 15^th day of the third month after the end of such year, or such other time as permitted under Section 409A of the Code and the regulations thereunder without the imposition of any additional taxes under Section 409A of the Code.

Notwithstanding any other provision of the Plan, this Agreement or the Deferral Election Form to the contrary, the Plan, this Agreement and the Deferral Election Form shall be construed or deemed to be amended as necessary to comply with the requirements of Section 409A of the Code to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code.  The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan, this Agreement and the Deferral Election Form and shall interpret the terms of the Plan, this Agreement and the Deferral Election Form consistently therewith. Under no circumstances, however, shall the Company have any liability under the Plan, this Agreement or the Deferral Election Form for any taxes, penalties or interest

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due on amounts paid or payable pursuant to the Plan, this Agreement or the Deferral Election Form, including any taxes, penalties or interest imposed under Section 409A of the Code.

4.Status of Participant

Participant shall have no rights as a stockholder (including, without limitation, any voting rights with respect to the Shares subject to the Award and, except to the extent the Award is adjusted pursuant to Paragraph 13 hereof and/or Section 13 of the Plan, the right to receive any payments with respect to dividends or other distributions paid with respect to the Shares subject to this Award) with respect to either the Restricted Stock Units granted hereunder or the Shares underlying the Restricted Stock Units, unless and until such Shares are issued, and then only to the extent of such issued Shares.

5.Effect of Termination of Board Service; Change in Control

(a)General.  Except as provided in Paragraphs 5(b) or (c), upon a termination of Participant’s service as a member of the Board for any reason, the Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant.

(b)Death; Disability.  Upon a termination of Participant’s service as a member of the Board by reason of Participant’s death or Disability, all Unvested Units shall vest as of the date of such termination of service and be issued as soon as administratively possible.  For the purposes of this Agreement, the term “Disability” shall mean a condition under which Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company.

(c)Change in Control.  All Unvested Units shall vest as of the date of a Change in Control and be issued as soon as administratively possible.

6.Withholding and Disposition of Shares

Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax reporting or withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the tax treatment of the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate Participant’s tax liability.

7.Excess Parachute Payments

Notwithstanding anything in this Agreement to the contrary, if any of the payments in respect of this Award, together with any other payments to which Participant has the right to receive from the Company or any purchaser, successor, or assign, would constitute an “excess

4

parachute payment” (as defined in Section 280G of the Code), the payments pursuant to the Award and/or such other plans or agreements shall be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code.

8.Plan Controls

The terms of this Agreement are governed by the terms of the Plan, as it exists on the Grant Date and as the Plan is amended from time to time.  In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise in this Agreement.  The term “Section” generally refers to provisions within the Plan; provided, however, the term “Paragraph” shall refer to a provision of this Agreement.  

9.Limitation on Rights; No Right to Future Grants; Extraordinary Item  

By entering into this Agreement and accepting the Award, Participant acknowledges that: (a) Participant’s participation in the Plan is voluntary and (b) the grant of the Award will not be interpreted to form an employment or Board member relationship with the Company or any Subsidiary. The Company shall be under no obligation whatsoever to advise Participant of the existence, maturity or termination of any of Participant’s rights hereunder and Participant shall be responsible for familiarizing himself or herself with all matters contained herein and in the Plan which may affect any of Participant’s rights or privileges hereunder.

10.Committee Authority

Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Committee in its sole and absolute discretion.  Such decision by the Committee shall be final and binding.

11.Transfer Restrictions

(a) General Restrictions.  Any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of (i) Unvested Units, (ii) Vested Units prior to the Settlement Date, or (iii) Shares subject to such Unvested Units or Vested Units, shall be strictly prohibited and void; provided, however, Participant may assign or transfer the Award to the extent permitted under the Plan, provided that the Award shall be subject to all the terms and condition of the Plan, this Agreement and any other terms required by the Committee as a condition to such transfer.

(b)Transfers by Covered Persons. If Participant is a “Covered Person” as defined in the ArcBest Corporation Stock Ownership Policy for Directors and Executives (the “Policy”) as amended from time to time, Participant agrees that he or she shall not sell or otherwise dispose or transfer any shares from this Award or any other Award except to the extent permitted by the Policy.  

5

12.Suspension or Termination of Award

Pursuant to Section 15 of the Plan, if at any time prior to Participant’s receipt of Shares pursuant to the Award an Authorized Officer reasonably believes that Participant may have committed an Act of Misconduct (as defined below), the Authorized Officer, the Committee or the Board may suspend Participant’s rights to vest in any Restricted Stock Units, and/or to receive payment for or receive Shares in settlement of Vested Units pending a determination of whether an Act of Misconduct has been committed.  In addition, pursuant to Section 15 of the Plan, if the Committee or an Authorized Officer determines Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any Subsidiary, breach of fiduciary duty, violation of Company ethics policy or code of conduct, deliberate disregard of Company or Subsidiary rules, or if Participant makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information, solicits any employee or service provider to leave the employ or cease providing services to the Company or any Subsidiary, breaches any intellectual property or assignment of inventions covenant, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any Company or Subsidiary customer to breach a contract with the Company or any Subsidiary or to cease doing business with the Company or any Subsidiary, or induces any principal for whom the Company or any Subsidiary acts as agent to terminate such agency relationship (any of the foregoing acts, an “Act of Misconduct”), then except as otherwise provided by the Committee, (i) neither Participant nor Participant’s estate nor transferee will be entitled to vest in or have the restrictions on Unvested Units lapse, or otherwise receive payment or Shares in respect of Vested Units and (ii) Participant will forfeit all undelivered (including deferred) Vested and Unvested Units.  In making such determination, the Committee or an Authorized Officer shall give Participant an opportunity to appear and present evidence on his or her behalf at a hearing before the Committee or an opportunity to submit written comments, documents, information and arguments to be considered by the Committee.  Any dispute by Participant or other person as to the determination of the Committee must be resolved pursuant to Paragraph 14(j).

13.Adjustment of and Changes in the Stock

In the event that the number of Shares increases or decreases through a reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend (other than regular, quarterly cash dividends), or otherwise, the Committee shall equitably adjust the number of Shares subject to this Award to reflect such increase or decrease.  

14.General Provisions

(a)Notices.  Whenever any notice is required or permitted hereunder, such notice must be in writing and delivered in person or by mail (to the address set forth below if notice is being delivered to the Company) or electronically.  Any notice delivered in person or by mail shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith.  Any notice given by the Company to Participant directed to Participant at Participant’s address on file with the Company shall be effective to bind Participant and any other person who shall have acquired rights under this Agreement.  The Company or Participant may change, by written notice to the

6

other, the address previously specified for receiving notices.  Notices delivered to the Company in person or by mail shall be addressed as follows:

Company:ArcBest Corporation
Attn:Executive Benefits
P.O. Box 10048
Fort Smith, AR 72917-0048
Fax: (479) 494-6770

(b)No Waiver.  No waiver of any provision of this Agreement will be valid unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.

(c)Undertaking.  Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Award pursuant to the express provisions of this Agreement.

(d)Entire Contract.  This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.  This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of the Plan.

(e)Successors and Assigns.  The provisions of this Agreement will inure to the benefit of, and be binding on, the Company and its successors and assigns and Participant and Participant’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.

(f)Securities Law Compliance.  The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Participant or other subsequent transfers by Participant of any Shares issued as a result of or under this Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act of 1933, as amended, covering the Award and/or the Shares underlying the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers.  Any sale of the Shares must also comply with other applicable laws and regulations governing the sale of such shares.  

(g)Information Confidential.  As partial consideration for the granting of the Award:

(i) Participant agrees that he or she will keep confidential all information and knowledge that Participant has relating to the manner and amount of his or her participation in the Plan; provided, however, that such information may be disclosed as required by law and may be given in confidence to Participant’s spouse, tax and financial advisors, or to a financial institution to the extent that such information is necessary to secure a loan.  

7

(ii)Participant agrees that he or she will maintain the confidentiality of any Confidential Information to which he or she is entrusted by the Company, except when disclosure is authorized by the Company or required by laws or regulations.  Confidential Information includes “trade secrets” as defined by applicable law and all other non-public information that might be of use to competitors, or harmful to the Company or its customers if disclosed.  The obligation to preserve Confidential Information shall continue even after Participant’s service to the Company ends.  Participant agrees that, in addition to all other legal and equitable remedies, the Company shall be entitled to seek injunctive relief in the event of a violation of this provision by the Participant.

(iii)Nothing in this Agreement will prevent Participant from: (A) making a good faith report of possible violations of applicable law to any governmental agency or entity or (B) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent Participant from making a disclosure that: (1) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Paragraph 14(g) to the attorney of the individual and use such information in the court proceeding.

(h)Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to any awards granted under the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and such consent shall remain in effect throughout Participant’s term of service with the Company and thereafter until withdrawn in writing by Participant.  

(i)Governing Law.  Except as may otherwise be provided in the Plan, the provisions of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(j)Arbitration of Disputes.  Pursuant to Section 22 of the Plan, Participant hereby agrees as follows:

(i)If Participant or Participant’s transferee wishes to challenge any action of the Committee or the Plan Administrator, the person may do so only by submitting to binding arbitration with respect to such decision.  The review by the arbitrator will be limited to determining whether Participant or Participant’s transferee has proven that the Committee’s decision was arbitrary or capricious.  This arbitration will be the sole and exclusive review permitted of the Committee’s decision.  Participant explicitly waives any right to judicial review.  

(ii)Notice of demand for arbitration will be made in writing to the Committee within thirty (30) days after written notice to Participant of the applicable decision by the Committee.  The arbitrator will be selected by mutual agreement of the Committee and Participant.  

8

If the Committee and Participant are unable to agree on an arbitrator, the arbitrator will be selected by the American Arbitration Association.  The arbitrator, no matter how selected, must be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association.  The arbitrator will administer and conduct the arbitration pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association.  Each side will bear its own fees and expenses, including its own attorney’s fees, and each side will bear one half of the arbitrator’s fees and expenses; provided, however, that the arbitrator will have the discretion to award the prevailing party its fees and expenses.  The arbitrator will have no authority to award exemplary, punitive, special, indirect, consequential, or other extracontractual damages.  The decision of the arbitrator on the issue(s) presented for arbitration will be final and conclusive and any court of competent jurisdiction may enforce it.

(k)Section 409A of the Code.  This Award is intended to comply, to the extent applicable, with the election, distribution and any other requirements of Section 409A of the Code and, as such, shall be interpreted in a manner consistent therewith.  Notwithstanding anything herein or in the Plan to the contrary, the Company may, in its sole discretion, amend this Award (which amendment shall be effective upon its adoption or at such other time designated by the Company) as may be necessary to avoid the imposition of the additional tax under Section 409A of the Code or otherwise comply with Section 409A of the Code and the regulations thereunder; provided, however, that any such amendment shall be implemented in such a manner as to preserve, to the greatest extent possible, the terms and conditions of this Award as in existence immediately prior to any such amendment.

(l)Board Policies and Guidelines.  Participant acknowledges that this Award is subject to certain policies and guidelines as may be from time to time enacted by the Board of Directors of the Company including guidelines for the ArcBest Recoupment of Incentive Compensation Policy adopted by the Board of Directors of the Company effective October 18, 2007, as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ARCBEST CORPORATION

By: _____________________________

Judy R. McReynolds

Chairman, President & CEO

PARTICIPANT

________________________________

[First Name/MI/Last Name]

Return Deferral Form by December 31, []

9

Exhibit A

ARCBEST CORPORATION
RESTRICTED STOCK UNIT
INITIAL DEFERRAL ELECTION FORM FOR [] AWARDS

Effective as of ________________, the undersigned hereby irrevocably elects (the “Election”) to defer receipt of certain shares of common stock (the “Shares”) of ArcBest Corporation (the “Company”) related to the Restricted Stock Units (the “Award”) awarded under and pursuant to any Restricted Stock Unit Award Agreement dated between January 1, [    ] and December 31, [] (the “Award Agreement”) and the ArcBest Corporation Ownership Incentive Plan, as amended from time to time (the “Plan”).  This deferral shall be made in accordance with the terms and provisions outlined in this Election in the manner and amount set forth below.  In making this Election, you may elect to defer the settlement of all or a portion of your Award.  Your deferral must be expressed as a percentage of the Restricted Stock Units subject to the Award.  In executing this Election form you acknowledge that, in order to be effective, the Election must be returned no later than December 31 of the year preceding the year in which the Grant Date set forth in your Award Agreement occurs.

In general, all deferrals pursuant to this election will be paid out in Shares.  Subject to the terms and conditions of the Award Agreement and the Plan, all of the Shares you are entitled to receive on the Settlement Date specified in this Election will be transferred to you on the applicable Settlement Date.

Amount of the Deferral

o I hereby irrevocably elect to defer settlement of _____% of the Shares subject to the Award.

Duration of the Deferral

Settlement of that portion of the Award specified above shall be deferred until [complete by checking the appropriate box below and, if applicable, filling in the distribution date.  Check only one box]:

o _____________, 20_____ [Note: this date must be after the first anniversary of the [    ] Grant Date]; or

o the termination of my service as a member of the Board; or

o the earlier of _____________, 20_____ [Note: this date must be after the first anniversary of the [     ] Grant Date] or the termination of my service as a member of the Board; or

o the later of _____________, 20_____ [Note: this date must be after the first anniversary of the [     ] Grant Date] or the termination of my service as a member of the Board.

Terms and Conditions

By signing this form, you acknowledge your understanding and acceptance of the following:

1.Submission of Election to the Company. You understand that the Election must be submitted to the Company no later than December 31 of the year preceding the year in which the Award was granted.

2.Status of Participant. You will have no rights as a stockholder (including, without limitation, any voting rights with respect to the Units subject to this Election) with respect to the Units subject to this Election, unless and until Shares with respect to such Units are issued to you hereunder.

3.Payment Acceleration.  Notwithstanding anything herein to the contrary, any Shares subject to this Election shall be immediately distributed to you or your estate, as applicable, upon your death or Disability (as defined in the Award Agreement) or upon a Change in Control.  

4.Administration. This Election is administered and interpreted by the Committee (as such term is defined in the Plan). The Committee has full and exclusive discretion to interpret and administer this Election. All actions, interpretations and decisions of the Committee are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law.

5.Arbitration of Disputes.  All disputes under this Election form shall be subject to arbitration pursuant to Paragraph 14(j) of the Award Agreement and Section 22 of the Plan.

Submitted by: ​ ​ [Participant] Accepted by: ARCBEST CORPORATION By:​ ​​ ​ Name: Title:

2

EX-31.1

EXHIBIT 31.1

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

I, Judy R. McReynolds, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:      August 5, 2022	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman, President and Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

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

I, David R. Cobb, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:     August 5, 2022	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

EX-32

EXHIBIT 32

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

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Report”) by ArcBest Corporation (the “Registrant”), each of the undersigned hereby certifies that:

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

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

	ARCBEST CORPORATION
	(Registrant)
Date: August 5, 2022	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman, President and Chief Executive Officer
	and Principal Executive Officer
	ARCBEST CORPORATION
	(Registrant)
Date: August 5, 2022	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	000-19969
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock
Trading Symbol	ARCB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,529,070
Entity Central Index Key	0000894405
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 127,058	$ 76,620
Short-term investments	76,802	48,339
Accounts receivable, less allowances (2022 - $15,991; 2021 - $13,226)	659,672	582,344
Other accounts receivable, less allowances (2022 - $703; 2021 - $690)	18,612	13,094
Prepaid expenses	32,353	40,104
Prepaid and refundable income taxes	10,310	9,654
Other	10,750	5,898
TOTAL CURRENT ASSETS	935,557	776,053
PROPERTY, PLANT AND EQUIPMENT
Land and structures	356,149	350,694
Revenue equipment	993,008	980,283
Service, office, and other equipment	276,965	251,085
Software	179,195	175,989
Leasehold improvements	20,189	16,931
TOTAL PROPERTY, PLANT AND EQUIPMENT, Gross	1,825,506	1,774,982
Less allowances for depreciation and amortization	1,115,887	1,079,061
PROPERTY, PLANT AND EQUIPMENT, net	709,619	695,921
GOODWILL	299,075	300,337
INTANGIBLE ASSETS, net	120,145	126,580
OPERATING RIGHT-OF-USE ASSETS	124,086	106,686
DEFERRED INCOME TAXES	5,655	5,470
OTHER LONG-TERM ASSETS	99,569	101,629
TOTAL ASSETS	2,293,706	2,112,676
CURRENT LIABILITIES
Accounts payable	346,051	311,401
Income taxes payable	17,110	12,087
Accrued expenses	304,425	305,851
Current portion of long-term debt	56,049	50,615
Current portion of operating lease liabilities	24,534	22,740
TOTAL CURRENT LIABILITIES	748,169	702,694
LONG-TERM DEBT, less current portion	169,356	174,917
OPERATING LEASE LIABILITIES, less current portion	104,253	88,835
POSTRETIREMENT LIABILITIES, less current portion	16,694	16,733
OTHER LONG-TERM LIABILITIES	132,930	135,537
DEFERRED INCOME TAXES	59,092	64,893
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2022: 29,614,798 shares, 2021: 29,359,597 shares	296	294
Additional paid-in capital	340,035	318,033
Retained earnings	968,417	801,314
Treasury stock, at cost, 2022: 5,109,030 shares; 2021: 4,492,514 shares	(250,510)	(194,273)
Accumulated other comprehensive income	4,974	3,699
TOTAL STOCKHOLDERS' EQUITY	1,063,212	929,067
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,293,706	$ 2,112,676

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 15,991	$ 13,226
Other accounts receivable, allowances (in dollars)	$ 703	$ 690
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	70,000,000	70,000,000
Common stock, issued shares	29,614,798	29,359,597
Treasury stock, at cost, shares	5,109,030	4,492,514

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 1,392,929	$ 948,973	$ 2,728,003	$ 1,778,186
OPERATING EXPENSES	1,255,583	874,674	2,495,729	1,671,696
OPERATING INCOME	137,346	74,299	232,274	106,490
OTHER INCOME (COSTS)
Interest and dividend income	361	322	467	714
Interest and other related financing costs	(1,863)	(2,274)	(3,802)	(4,702)
Other, net	(2,807)	1,111	(3,633)	2,303
Total other costs	(4,309)	(841)	(6,968)	(1,685)
INCOME BEFORE INCOME TAXES	133,037	73,458	225,306	104,805
INCOME TAX PROVISION	30,576	12,477	53,276	20,463
NET INCOME	$ 102,461	$ 60,981	$ 172,030	$ 84,342
EARNINGS PER COMMON SHARE
Basic	$ 4.16	$ 2.38	$ 6.98	$ 3.30
Diluted	$ 4.00	$ 2.27	$ 6.68	$ 3.13
AVERAGE COMMON SHARES OUTSTANDING
Basic	24,607,362	25,586,353	24,658,739	25,522,453
Diluted	25,596,031	26,910,796	25,756,314	26,926,133

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME	$ 102,461	$ 60,981	$ 172,030	$ 84,342
Amortization of unrecognized net periodic benefit costs, net of tax of: (2022 - Three-month period $49, Six-month period $97; 2021 - Three-month period $34, Six-month period $69)
Net actuarial gain	(140)	(100)	(281)	(200)
Interest rate swap and foreign currency translation:
Change in unrealized income on interest rate swap, net of tax of: (2022 - Three-month period $121, Six-month period $638; 2021 - Three-month period $59, Six-month period $263)	344	166	1,802	741
Change in foreign currency translation, net of tax of: (2022 - Three-month period $194, Six-month period $86; 2021 - Three-month period $215, Six-month period $333)	(553)	612	(246)	941
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	(349)	678	1,275	1,482
TOTAL COMPREHENSIVE INCOME	$ 102,112	$ 61,659	$ 173,305	$ 85,824

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Amortization of unrecognized net periodic benefit credit, tax	$ (49)	$ (34)	$ (97)	$ (69)
Change in unrealized income on interest rate swap, tax	121	59	638	263
Change in foreign currency translation, tax	$ (194)	$ 215	$ (86)	$ 333

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital Accelerated Share Repurchase Agreement ("ASR")	Additional Paid-In Capital	Retained Earnings	Treasury Stock Existing Share Repurchase Program	Treasury Stock Accelerated Share Repurchase Agreement ("ASR")	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Existing Share Repurchase Program	Accelerated Share Repurchase Agreement ("ASR")	Total
Balances at Dec. 31, 2020	$ 290		$ 342,354	$ 595,932			$ (111,173)	$ 1,190			$ 828,593
Balances (in shares) at Dec. 31, 2020	29,045,000
Balances, Treasury stock (in shares) at Dec. 31, 2020							3,657,000
Increase (Decrease) in Stockholders' Equity
Net income				23,361							23,361
Other comprehensive income (loss), net of tax								804			804
Issuance of common stock under share-based compensation plans	$ 1		(1)
Issuance of common stock under share-based compensation plans (in shares)	12,000
Shares withheld for employee tax remittance on share-based compensation			(165)								(165)
Share-based compensation expense			2,354								2,354
Purchase of treasury stock							$ (1,001)				(1,001)
Purchase of treasury stock (in shares)							15,000
Dividends declared on common stock				(2,037)							(2,037)
Balances at Mar. 31, 2021	$ 291		344,542	617,256			$ (112,174)	1,994			851,909
Balances (in shares) at Mar. 31, 2021	29,057,000
Balances, Treasury stock (in shares) at Mar. 31, 2021							3,672,000
Balances at Dec. 31, 2020	$ 290		342,354	595,932			$ (111,173)	1,190			828,593
Balances (in shares) at Dec. 31, 2020	29,045,000
Balances, Treasury stock (in shares) at Dec. 31, 2020							3,657,000
Increase (Decrease) in Stockholders' Equity
Net income											84,342
Other comprehensive income (loss), net of tax								1,482			1,482
Balances at Jun. 30, 2021	$ 293		338,263	676,179			$ (119,273)	2,672			898,134
Balances (in shares) at Jun. 30, 2021	29,318,000
Balances, Treasury stock (in shares) at Jun. 30, 2021							3,783,000
Balances at Dec. 31, 2020	$ 290		342,354	595,932			$ (111,173)	1,190			828,593
Balances (in shares) at Dec. 31, 2020	29,045,000
Balances, Treasury stock (in shares) at Dec. 31, 2020							3,657,000
Increase (Decrease) in Stockholders' Equity
Purchase of treasury stock										$ (75,000)
Balances at Dec. 31, 2021	$ 294		318,033	801,314			$ (194,273)	3,699			$ 929,067
Balances (in shares) at Dec. 31, 2021	29,360,000
Balances, Treasury stock (in shares) at Dec. 31, 2021							4,493,000				4,492,514
Balances at Mar. 31, 2021	$ 291		344,542	617,256			$ (112,174)	1,994			$ 851,909
Balances (in shares) at Mar. 31, 2021	29,057,000
Balances, Treasury stock (in shares) at Mar. 31, 2021							3,672,000
Increase (Decrease) in Stockholders' Equity
Net income				60,981							60,981
Other comprehensive income (loss), net of tax								678			678
Issuance of common stock under share-based compensation plans	$ 2		(2)
Issuance of common stock under share-based compensation plans (in shares)	261,000
Shares withheld for employee tax remittance on share-based compensation			(9,601)								(9,601)
Share-based compensation expense			3,324								3,324
Purchase of treasury stock							$ (7,099)				(7,099)
Purchase of treasury stock (in shares)							111,000
Dividends declared on common stock				(2,058)							(2,058)
Balances at Jun. 30, 2021	$ 293		338,263	676,179			$ (119,273)	2,672			898,134
Balances (in shares) at Jun. 30, 2021	29,318,000
Balances, Treasury stock (in shares) at Jun. 30, 2021							3,783,000
Balances at Dec. 31, 2021	$ 294		318,033	801,314			$ (194,273)	3,699			$ 929,067
Balances (in shares) at Dec. 31, 2021	29,360,000
Balances, Treasury stock (in shares) at Dec. 31, 2021							4,493,000				4,492,514
Increase (Decrease) in Stockholders' Equity
Net income				69,569							$ 69,569
Other comprehensive income (loss), net of tax								1,624			1,624
Issuance of common stock under share-based compensation plans (in shares)	25,000
Shares withheld for employee tax remittance on share-based compensation			(1,367)								(1,367)
Share-based compensation expense			2,763								2,763
Purchase of treasury stock					$ (16,506)				$ (16,506)
Purchase of treasury stock (in shares)					194,000	214,000
Forward contract for accelerated share repurchase		$ 25,000				$ (25,000)
Dividends declared on common stock				(1,978)							(1,978)
Balances at Mar. 31, 2022	$ 294		344,429	868,905			$ (235,779)	5,323			983,172
Balances (in shares) at Mar. 31, 2022	29,385,000
Balances, Treasury stock (in shares) at Mar. 31, 2022							4,901,000
Balances at Dec. 31, 2021	$ 294		318,033	801,314			$ (194,273)	3,699			$ 929,067
Balances (in shares) at Dec. 31, 2021	29,360,000
Balances, Treasury stock (in shares) at Dec. 31, 2021							4,493,000				4,492,514
Increase (Decrease) in Stockholders' Equity
Net income											$ 172,030
Other comprehensive income (loss), net of tax								1,275			1,275
Purchase of treasury stock (in shares)										214,763
Balances at Jun. 30, 2022	$ 296		340,035	968,417			$ (250,510)	4,974			$ 1,063,212
Balances (in shares) at Jun. 30, 2022	29,615,000
Balances, Treasury stock (in shares) at Jun. 30, 2022							5,109,000				5,109,030
Balances at Mar. 31, 2022	$ 294		344,429	868,905			$ (235,779)	5,323			$ 983,172
Balances (in shares) at Mar. 31, 2022	29,385,000
Balances, Treasury stock (in shares) at Mar. 31, 2022							4,901,000
Increase (Decrease) in Stockholders' Equity
Net income				102,461							102,461
Other comprehensive income (loss), net of tax								(349)			(349)
Issuance of common stock under share-based compensation plans	$ 2		(2)
Issuance of common stock under share-based compensation plans (in shares)	230,000
Shares withheld for employee tax remittance on share-based compensation			(8,270)								(8,270)
Share-based compensation expense			3,878								3,878
Purchase of treasury stock							$ (14,731)				(14,731)
Purchase of treasury stock (in shares)							208,000
Dividends declared on common stock				(2,949)							(2,949)
Balances at Jun. 30, 2022	$ 296		$ 340,035	$ 968,417			$ (250,510)	$ 4,974			$ 1,063,212
Balances (in shares) at Jun. 30, 2022	29,615,000
Balances, Treasury stock (in shares) at Jun. 30, 2022							5,109,000				5,109,030

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
OPERATING ACTIVITIES
Net income	$ 172,030	$ 84,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	63,690	58,709
Amortization of intangibles	6,463	1,927
Share-based compensation expense	6,641	5,678
Provision for losses on accounts receivable	3,583	(334)
Change in deferred income taxes	(6,371)	(7,612)
Gain on sale of property and equipment	(4,073)	(8,408)
Gain on sale of subsidiary	(402)	(6,923)
Changes in operating assets and liabilities:
Receivables	(87,092)	(37,745)
Prepaid expenses	7,477	1,419
Other assets	72	25
Income taxes	4,211	12,275
Operating right-of-use assets and lease liabilities, net	114	761
Accounts payable, accrued expenses, and other liabilities	18,280	41,786
NET CASH PROVIDED BY OPERATING ACTIVITIES	184,623	145,900
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(49,682)	(25,395)
Proceeds from sale of property and equipment	9,115	10,864
Proceeds from sale of subsidiary	475	9,013
Purchases of short-term investments	(64,330)	(43,690)
Proceeds from sale of short-term investments	35,840	49,165
Capitalization of internally developed software	(8,541)	(9,477)
Business acquisitions, net of cash acquired	2,279
NET CASH USED IN INVESTING ACTIVITIES	(74,844)	(9,520)
FINANCING ACTIVITIES
Borrowings under credit facilities	58,000
Proceeds from notes payable	7,280
Payments on long-term debt	(84,905)	(54,643)
Net change in book overdrafts	6,085	(922)
Deferred financing costs		(189)
Payment of common stock dividends	(4,927)	(4,095)
Purchases of treasury stock	(31,237)	(8,100)
Payments for tax withheld on share-based compensation	(9,637)	(9,766)
NET CASH USED IN FINANCING ACTIVITIES	(59,341)	(77,715)
NET INCREASE IN CASH AND CASH EQUIVALENTS	50,438	58,665
Cash and cash equivalents at beginning of period	76,620	303,954
CASH AND CASH EQUIVALENTS AT END OF PERIOD	127,058	362,619
NONCASH INVESTING ACTIVITIES
Equipment financed	19,498	8,138
Accruals for equipment received	7,574	5,984
Lease liabilities arising from obtaining right-of-use assets	$ 30,210	$ 6,051

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

6 Months Ended

Jun. 30, 2022

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

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

ArcBest Corporation^™ (the “Company”) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. The Company’s operations are conducted through its three reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); ArcBest, the Company’s asset-light logistics operation; and FleetNet. References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The Asset-Based segment represented approximately 54% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, 2022. As of June 2022, approximately 82% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2018 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023.

On November 1, 2021, the Company acquired MoLo Solutions, LLC (“MoLo”). As a result of the acquisition, MoLo^® became a wholly owned subsidiary of the Company. The acquired operations are reported within the ArcBest segment of the Company’s Asset-Light operations (see Note K). The fair value measurements related to MoLo reflected in the accompanying consolidated financial statements are preliminary, as fair values of acquired assets and liabilities assumed are subject to revision during the measurement period if information becomes available that warrants further adjustments. See Note C for further discussion of the MoLo acquisition.

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2021 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

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

Accounting Pronouncements Not Yet Adopted

Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s current financial statements.

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2022

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

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

	June 30		December 31
	2022		2021
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	71,987	$	72,790
Variable rate demand notes(1)(2)		231		230
Money market funds(3)		54,840		3,600
Total cash and cash equivalents	$	127,058	$	76,620
Short-term investments
Certificates of deposit(1)	$	37,047	$	48,339
U.S. Treasury securities(4)		39,755		—
Total short-term investments	$	76,802	$	48,339

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

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

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

(4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year.

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

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its short-term investments primarily in FDIC-insured certificates of deposit. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At June 30, 2022 and December 31, 2021, cash, cash equivalents, and short-term investments totaling $95.5 million and $42.6 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government.

Fair Value Disclosure of Financial Instruments

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

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

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

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

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

	June 30				December 31
	2022				2021
	(in thousands)
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Credit Facility(1)	$	50,000	$	50,000	$	50,000	$	50,000
Notes payable(2)		175,405		167,156		175,530		175,937
New England Pension Fund withdrawal liability(3)		20,438		20,430		20,769		23,521
	$	245,843	$	237,586	$	246,299	$	249,458

(1) The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

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

(3) ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 4.5% and 3.1% at June 30, 2022 and December 31, 2021, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of June 30, 2022, the outstanding withdrawal liability totaled $20.4 million, of which $0.7 million and $19.7 million was recorded in accrued expenses and the other long-term liabilities, respectively.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

	June 30, 2022
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	54,840	$	54,840	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,701		3,701		—		—
Interest rate swaps(3)		2,859		—		2,859		—
	$	61,400	$	58,541	$	2,859	$	—
Liabilities:
Contingent consideration(4)		94,510		—		—		94,510
	$	94,510	$	—	$	—	$	94,510

	December 31, 2021
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	3,600	$	3,600	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,848		3,848		—		—
Interest rate swaps(3)		874		—		874		—
	$	8,322	$	7,448	$	874	$	—
Liabilities:
Interest rate swaps(3)	$	455	$	—	$	455	$	—
Contingent consideration(4)		93,700		—		—		93,700
	$	94,155	$	—	$	455	$	93,700

(1) Included in cash and cash equivalents.

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

(3) Included in other long-term assets or other long-term liabilities. The fair values of the interest rate swaps were determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2022 and December 31, 2021 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy.

(4) Included in other long-term liabilities, based on when expected payouts become due. The estimated fair value of contingent consideration for the earn-out agreement related to the November 2021 acquisition of MoLo was determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and earnings before interest, taxes, depreciation and amortization to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 10.6% and 9.0% as of June 30, 2022 and December 31, 2021, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date.

The following table provides the changes in fair value of the liabilities measured at fair value using inputs categorized in Level 3 of the fair value hierarchy:

	Contingent Consideration
	(in thousands)
Balances at December 31, 2021	$	93,700
Change in fair value included in operating income		810
Balances at June 30, 2022	$	94,510

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ACQUISITION

6 Months Ended

Jun. 30, 2022

ACQUISITION.

ACQUISITION

NOTE C – ACQUISITION

On November 1, 2021 (the “acquisition date”), the Company acquired MoLo Solutions, LLC (“MoLo”), a Chicago-based truckload freight brokerage company, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 29, 2021. As of June 30, 2022, net cash consideration related to the transaction totaled $235.9 million, which is subject to certain post-closing adjustments. The Company funded the initial purchase price with cash on hand on November 1, 2021, and received $2.3 million from escrow related to certain post-closing adjustments during the six months ended June 30, 2022, which is reported in the accompanying consolidated statements of cash flows as business acquisition, net of cash acquired. The Merger Agreement provides for certain additional cash consideration to be paid by the Company based on the achievement of certain incremental targets of adjusted earnings before interest, taxes, depreciation and amortization for each of the years ended December 31, 2023, 2024, and 2025. At 100% of the target, the cumulative additional consideration for years 2023 through 2025 would be $215.0 million, with the possible undiscounted cash consideration due ranging from a total of $95.0 million at 80% of target to $455.0 million at 300% of target, as outlined in the Merger Agreement.

The following table represents the components of the total purchase consideration for the acquisition of MoLo. The Company recorded the estimated fair value of the contingent consideration at the acquisition date as a part of the purchase price consideration for the acquisition. The purchase consideration is preliminary and is dependent on final post-closing adjustments and finalization of working capital balances.

	Purchase
	Consideration
	(in thousands)
Net cash consideration, including estimated post-closing adjustments	$	235,903
Contingent consideration		93,700
Total purchase consideration	$	329,603

The results of MoLo’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements, with the acquired operations included within the ArcBest operating segment (see Note K). The acquisition of MoLo enhances the scale of the Company’s truckload brokerage services by providing additional truckload capacity, support, and expertise in the Company’s Asset-Light operations and increasing cross-selling potential.

The following table summarizes the estimated fair values of the acquired assets and liabilities assumed at the acquisition date, including measurement period adjustments related to working capital. The Company is in the process of making a final determination of acquired assets and liabilities, with remaining matters primarily related to finalization of working capital balances, and thus, the provisional measurements are subject to change.

	Purchase
	Allocation
	(in thousands)
Accounts receivable	$	134,622
Prepaid expenses		468
Property and equipment		2,309
Operating lease right-of-use assets		844
Intangible assets		76,900
Other assets		170
Total identifiable assets acquired		215,313
Accounts payable		94,461
Accrued expenses and other current liabilities		2,973
Operating lease liabilities		983
Total liabilities		98,417
Total identifiable net assets		116,896
Goodwill		212,707
Net assets acquired	$	329,603

The MoLo acquisition has been accounted for as a business combination using the acquisition method of accounting. The total purchase consideration to acquire MoLo has been allocated to the assets acquired and liabilities assumed as of November 1, 2021, with the excess purchase price recorded as goodwill. See Note D for further discussion of acquired goodwill and intangible assets.

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GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2022

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

NOTE D – GOODWILL AND INTANGIBLE ASSETS

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

	Total		ArcBest		FleetNet
	(in thousands)
Balances at December 31, 2021	$	300,337	$	299,707	$	630
Purchase accounting adjustments(1)		(1,262)		(1,262)		—
Balances at June 30, 2022	$	299,075	$	298,445	$	630

(1) Purchase accounting adjustments related to the MoLo acquisition represent adjustments to the acquired balance of working capital. As noted in Note C, goodwill related to the November 1, 2021 acquisition of MoLo is based on preliminary information as of June 30, 2022.

Intangible assets consisted of the following:

		June 30, 2022						December 31, 2021
	Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	12	$	100,321	$	39,352	$	60,969	$	100,321	$	35,072	$	65,249
Other	8		30,363		3,487		26,876		30,335		1,304		29,031
	11		130,684		42,839		87,845		130,656		36,376		94,280
Indefinite-lived intangible assets
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300
Total intangible assets	N/A	$	162,984	$	42,839	$	120,145	$	162,956	$	36,376	$	126,580

The future amortization for intangible assets acquired through business acquisitions as of June 30, 2022 was as follows:

	Amortization of
	Intangible Assets
	(in thousands)
Remainder of 2022	$	6,458
2023		12,826
2024		12,793
2025		12,778
2026		8,671
Thereafter		34,319
Total amortization	$	87,845

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INCOME TAXES

6 Months Ended

Jun. 30, 2022

INCOME TAXES

INCOME TAXES

NOTE E – INCOME TAXES

The effective tax rate was 23.0% and 23.6% for the three and six months ended June 30, 2022, respectively, compared to 17.0% and 19.5% for the same periods of  2021. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax.

For the three and six months ended June 30, 2022 and 2021, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, federal research and development tax credits, changes in tax valuation allowances, and tax benefit from the vesting of stock awards.

As of June 30, 2022, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at June 30, 2022 and concluded that, other than for certain deferred tax assets related to foreign and state tax credit carryforwards and state net operating losses, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies. Valuation allowances for deferred tax assets totaled $2.3 million and $2.2 million at June 30, 2022 and December 31, 2021, respectively.

The Company paid federal, state, and foreign income taxes of $56.4 million and and $15.3 million during the six months ended June 30, 2022 and 2021, respectively. The Company received refunds of federal and state income taxes that were paid in prior years of $1.2 million and less than $0.1 during the six months ended June 30, 2022 and 2021, respectively.

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LEASES

6 Months Ended

Jun. 30, 2022

LEASES

LEASES

NOTE F – LEASES

The Company leases, under finance and operating lease arrangements, certain facilities used primarily in the Asset-Based segment service center operations, certain revenue equipment used in the ArcBest segment operations, and certain other office equipment.

The components of operating lease expense were as follows:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Operating lease expense	$	7,367	$	6,584	$	14,450	$	13,226
Variable lease expense		1,068		963		2,044		2,295
Sublease income		(97)		(156)		(258)		(311)
Total operating lease expense(1)	$	8,338	$	7,391	$	16,236	$	15,210

(1) Operating lease expense excludes short-term leases with a term of 12 months or less.

The operating cash flows from operating lease activity were as follows:

	Six Months Ended June 30
	2022		2021
	(in thousands)
Noncash change in operating right-of-use assets	$	12,810	$	11,386
Change in operating lease liabilities		(12,696)		(10,625)
Operating right-of-use-assets and lease liabilities, net	$	114	$	761
Cash paid for amounts included in the measurement of operating lease liabilities	$	(14,334)	$	(12,446)

Maturities of operating lease liabilities at June 30, 2022 were as follows:

					Equipment
			Land and		and
	Total		Structures(1)		Other
	(in thousands)
Remainder of 2022	$	14,212	$	14,155	$	57
2023		25,496		25,471		25
2024		22,832		22,832		—
2025		19,480		19,480		—
2026		17,123		17,123		—
Thereafter		41,602		41,602		—
Total lease payments		140,745		140,663		82
Less imputed interest		(11,958)		(11,958)		—
Total	$	128,787	$	128,705	$	82

(1) Excludes future minimum lease payments for leases which were executed but had not yet commenced as of June 30, 2022 totaling $81.4 million which will be paid over approximately 10 and 12 years.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS

6 Months Ended

Jun. 30, 2022

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility which is further described in Financing Arrangements within this Note, and notes payable and finance lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations), certain other equipment, and software as follows:

	June 30		December 31
	2022		2021
	(in thousands)
Credit Facility (interest rate of 2.8%(1) at June 30, 2022)	$	50,000	$	50,000
Notes payable (weighted-average interest rate of 2.5% at June 30, 2022)		175,405		175,530
Finance lease obligations		—		2
		225,405		225,532
Less current portion		56,049		50,615
Long-term debt, less current portion	$	169,356	$	174,917

(1) The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% and 3.12% based on the margin of the Credit Facility as of June 30, 2022 and December 31, 2021, respectively.

Scheduled maturities of long-term debt obligations as of June 30, 2022 were as follows:

			Credit		Notes
	Total		Facility(1)		Payable
	(in thousands)
Due in one year or less	$	61,959	$	2,152	$	59,807
Due after one year through two years		56,017		2,098		53,919
Due after two years through three years		89,397		50,489		38,908
Due after three years through four years		21,398		—		21,398
Due after four years through five years		9,251		—		9,251
Due after five years		118		—		118
Total payments		238,140		54,739		183,401
Less amounts representing interest		12,735		4,739		7,996
Long-term debt	$	225,405	$	50,000	$	175,405

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

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

	June 30		December 31
	2022		2021
	(in thousands)
Revenue equipment	$	255,050	$	241,892
Service, office, and other equipment		33,612		29,773
Total assets securing notes payable or held under finance leases		288,662		271,665
Less accumulated depreciation and amortization(1)		105,185		88,696
Net assets securing notes payable or held under finance leases	$	183,477	$	182,969

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

Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Third Amended and Restated Credit Agreement (the “Credit Agreement”) with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $25.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of $125.0 million, subject to certain additional conditions as provided in the Credit Agreement. The Company borrowed $58.0 million under the Credit Facility in the first quarter of 2022, and repaid $20.0 million and $38.0 million of the borrowings during the three months ended March 31, 2022 and June 30, 2022, respectively. As of June 30, 2022, the Company had available borrowing capacity of $200.0 million under the initial maximum credit amount of the Credit Facility.

Principal payments under the Credit Facility are due upon maturity of the facility on October 1, 2024; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Credit Agreement at June 30, 2022.

Interest Rate Swaps

The Company has an interest rate swap agreement with a $50.0 million notional amount which started on June 30, 2022 and will end on October 1, 2024. The Company will receive floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 0.43% beginning on June 30, 2022 throughout the remaining term of the agreement. From June 30, 2022 to October 1, 2024, the interest rate swap agreement will effectively convert $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% based on the margin of the Credit Facility as of June 30, 2022. The fair value of the interest rate swap of $2.9 million and $0.9 million was recorded in other long-term assets at June 30, 2022 and December 31, 2021, respectively.

The Company had an interest rate swap agreement with a $50.0 million notional amount which started on January 2, 2020 and matured on June 30, 2022. The fair value of the interest rate swap of $0.5 million was recorded in other long-term liabilities at December 31, 2021.

The unrealized gain on the interest rate swap instruments in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at June 30, 2022 and December 31, 2021, and the change in the unrealized gain on the interest rate swaps for the three and six months ended June 30, 2022 and 2021 was reported in other comprehensive income (loss), net of tax, in the consolidated statements of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at June 30, 2022.

Accounts Receivable Securitization Program

The Company’s accounts receivable securitization program, which matures on July 1, 2024, provides available cash proceeds of $50.0 million to be provided under the program and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. In May 2022, the Company amended its accounts receivable securitization program to, among other things, increase certain ratios, including the delinquency, default, and accounts receivable turnover ratios, as defined in the agreement; add language addressing the potential inclusion of receivables originated by MoLo; and replace LIBOR-based interest pricing conventions with interest pricing based on the Secured Overnight Financing Rate (“SOFR”). The program ratios were adjusted to accommodate revenue growth and customer demand for integrated logistics solutions, which has resulted in an increased proportion of total revenues generated by the Company’s Asset-Light operations and, as a result, longer collection periods on the Company’s accounts receivable, as are typical for Asset-Light businesses.

Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lenders’ interest in the trade accounts receivables. Borrowings under the amended accounts receivable securitization program bear interest based upon SOFR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the accounts receivable securitization program at June 30, 2022.

The accounts receivable securitization program includes a provision under which the Company may request, and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of June 30, 2022, standby letters of credit of $10.0 million have been issued under the program, which reduced the available borrowing capacity to $40.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2022, the Company had letters of credit outstanding of $10.6 million (including $10.0 million issued under the accounts receivable securitization program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2022, surety bonds outstanding related to the self-insurance program totaled $62.0 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements. During the three and six months ended June 30, 2022, the Company entered into notes payable arrangements, primarily for revenue equipment, totaling $18.7 million and $26.8 million, respectively.

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POSTRETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2022

POSTRETIREMENT BENEFIT PLANS

POSTRETIREMENT BENEFIT PLANS

NOTE H – POSTRETIREMENT BENEFIT PLANS

Supplemental Benefit and Postretirement Health Benefit Plans

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

	Three Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	39	$	48
Interest cost		1		1		110		107
Amortization of net actuarial (gain) loss(1)		2		3		(191)		(137)
Net periodic benefit cost (credit)(2)	$	3	$	4	$	(42)	$	18

	Six Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	78	$	96
Interest cost		3		2		220		214
Amortization of net actuarial (gain) loss(1)		4		5		(382)		(274)
Net periodic benefit cost (credit)(2)	$	7	$	7	$	(84)	$	36

(1) The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and does not use a corridor approach.

(2) Service cost is reported within operating expenses and the other components of net periodic benefit cost are reported within the other line item of other income (costs).

Multiemployer Plans

ABF Freight System, Inc. and certain other subsidiaries reported in the Company’s Asset-Based operating segment (“ABF Freight”) contribute to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. Contributions to these plans are based generally on the time worked by ABF Freight’s contractual employees at rates specified in the 2018 ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The funding obligations to the multiemployer pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006, which was permanently extended by the Multiemployer Pension Reform Act (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015.

On March 11, 2021, H.R.1319, the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”) was signed into law. The American Rescue Plan Act includes the Butch Lewis Emergency Pension Plan Relief Act of 2021 (the “Pension Relief Act”). The Pension Relief Act includes provisions to improve funding for multiemployer pension plans, including financial assistance provided through the Pension Benefit Guarantee Corporation (the “PBGC”) to qualifying underfunded plans to secure pension benefits for plan participants. Without the funding to be provided by the Pension Relief Act, many of the multiemployer pension funds to which ABF Freight contributes, including the Central States Pension Plan, could become insolvent in the near future; however, ABF Freight would continue to be obligated to make contributions to those funds under the terms of the 2018 ABF NMFA.

On July 9, 2021, the PBGC announced an interim final rule implementing a Special Financial Assistance Program (the “SFA Program”) to administer funds to severely underfunded eligible multiemployer pension plans under the Pension Relief Act. Through the term of the 2018 ABF NMFA, which extends through June 30, 2023, ABF Freight’s multiemployer pension contribution obligations generally will be satisfied by making the specified contributions when

due. Future contribution rates will be determined through the negotiation process for contract periods following the term of the current collective bargaining agreement. While the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees, management believes future contribution rates to multiemployer pension plans may be less likely to increase as a result of the provisions of the Pension Relief Act. If ABF Freight were to completely withdraw from certain multiemployer pension plans, under current law, ABF Freight would have material liabilities for its share of the unfunded vested liabilities of each such plan.

The multiemployer plan administrators have provided to the Company no significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2021 Annual Report on Form 10-K.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE I – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income were as follows:

	June 30		December 31
	2022		2021
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	5,224	$	5,602
Interest rate swap		2,859		419
Foreign currency translation		(1,376)		(1,044)
Total	$	6,707	$	4,977
After-tax amounts:
Unrecognized net periodic benefit credit	$	3,879	$	4,160
Interest rate swap		2,111		309
Foreign currency translation		(1,016)		(770)
Total	$	4,974	$	3,699

The following is a summary of the changes in accumulated other comprehensive income, net of tax, by component for the six months ended June 30, 2022 and 2021:

			Unrecognized		Interest		Foreign
			Net Periodic		Rate		Currency
	Total		Benefit Credit		Swap		Translation
	(in thousands)
Balances at December 31, 2021	$	3,699	$	4,160	$	309	$	(770)
Other comprehensive income (loss) before reclassifications		1,556		—		1,802		(246)
Amounts reclassified from accumulated other comprehensive income		(281)		(281)		—		—
Net current-period other comprehensive income (loss)		1,275		(281)		1,802		(246)
Balances at June 30, 2022	$	4,974	$	3,879	$	2,111	$	(1,016)
Balances at December 31, 2020	$	1,190	$	3,260	$	(1,198)	$	(872)
Other comprehensive income before reclassifications		1,682		—		741		941
Amounts reclassified from accumulated other comprehensive income		(200)		(200)		—		—
Net current-period other comprehensive income (loss)		1,482		(200)		741		941
Balances at June 30, 2021	$	2,672	$	3,060	$	(457)	$	69

The following is a summary of the significant reclassifications out of accumulated other comprehensive income by component:

	Unrecognized Net Periodic
	Benefit Credit(1)(2)
	Six Months Ended June 30
	2022		2021
	(in thousands)
Amortization of net actuarial gain, pre-tax	$	378	$	269
Tax expense		(97)		(69)
Total, net of tax	$	281	$	200

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

(2) These components of accumulated other comprehensive income are included in the computation of net periodic benefit cost as disclosed in Note H.

Dividends on Common Stock

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

	2022				2021
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.08	$	1,978	$	0.08	$	2,037
Second quarter	$	0.12	$	2,949	$	0.08	$	2,058

On July 27, 2022, the Company announced its Board of Directors declared a dividend of $0.12 per share to stockholders of record as of August 10, 2022.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions (the “share repurchase program”). The share repurchase program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available

sources. On November 2, 2021, the Company entered into a fixed dollar accelerated share repurchase program (“ASR”) with a third-party financial institution to effect an accelerated repurchase of $100.0 million of the Company’s common stock, of which $75.0 million was repurchased during 2021. The remaining $25.0 million available under the ASR was recorded as an unsettled forward contract within stockholders’ equity as additional paid-in capital as of December 31, 2021. The Company had $66.9 million available for repurchases of its common stock in total under the share repurchase program and the ASR as of December 31, 2021.

During the six months ended June 30, 2022, the Company purchased 616,516 shares for an aggregate cost of $56.2 million, including the purchase of 214,763 shares to settle the remaining $25.0 million under the ASR. In April 2022, the Board of Directors reauthorized the share repurchase program and increased the total amount available for purchases of the Company’s common stock under the program to $75.0 million. The Company had $60.3 million remaining under its share repurchase programs as of June 30, 2022.

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2022

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE J – EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Earnings per common share	$	4.16	$	2.38	$	6.98	$	3.30
Diluted
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Effect of dilutive securities		988,669		1,324,443		1,097,575		1,403,680
Adjusted weighted-average shares and assumed conversions		25,596,031		26,910,796		25,756,314		26,926,133
Earnings per common share	$	4.00	$	2.27	$	6.68	$	3.13

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OPERATING SEGMENT DATA

6 Months Ended

Jun. 30, 2022

OPERATING SEGMENT DATA

OPERATING SEGMENT DATA

NOTE K – OPERATING SEGMENT DATA

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

The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment or service event levels, and demand for services, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. In recent periods, including the three and six months ended June 30, 2022, the Company’s operations have not been as heavily impacted by seasonal fluctuations, due in part to strategic initiatives undertaken to enable profitable growth through seasons and cycles. The acquired operations of MoLo on November 1, 2021 resulted in increased business levels for the ArcBest segment for the three and six months ended June 30, 2022, compared to the same periods of 2021.

The Company’s reportable operating segments are as follows:

● The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The segment operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. The Asset-Based segment provides services to the ArcBest segment, including freight transportation related to certain consumer household goods self-move services.

Freight shipments and operating costs of the Asset-Based segment can be adversely affected by inclement weather conditions. Historically, the second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies; available capacity in the market; the impact of yield initiatives; and the impact of adverse external events or conditions, may influence quarterly freight tonnage levels.

● The ArcBest segment includes the results of operations of the Company’s service offerings in ground expedite, truckload, dedicated, intermodal, household goods moving, managed transportation, warehousing and distribution, and international freight transportation for air, ocean, and ground. The ArcBest segment provides services to the Asset-Based segment.

ArcBest segment operations are influenced by seasonal fluctuations that impact customers’ supply chains. Historically, the second and third calendar quarters of each year usually have the highest shipment levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies; available capacity in the market; and the impact of adverse external events or conditions, may impact quarterly business levels. Shipments of the ArcBest segment may decline during winter months because of post-holiday slowdowns, but expedite shipments can be subject to short-term increases depending on the impact of weather or other disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the ArcBest segment, but disruptive events can result in higher demand for expedite services. Moving services of the ArcBest segment are impacted by seasonal fluctuations, generally resulting in higher business levels in the second and third quarters as the demand for moving services is typically stronger in the summer months.

● FleetNet includes the results of operations of FleetNet America, Inc. and certain other subsidiaries that provide roadside assistance and maintenance management services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the Asset-Based and ArcBest segments.

Emergency roadside service events of the FleetNet segment are favorably impacted by extreme weather conditions that affect commercial vehicle operations, and the segment’s results of operations are influenced by seasonal variations in service event volume and the impact of other external events or conditions.

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

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. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.” Included in unallocated costs are expenses related to investor relations, legal, the Company’s Board of Directors, and certain technology investments. Shared services costs attributable to the operating segments are predominantly allocated based upon estimated and planned resource utilization-related metrics such as estimated shipment levels, number of pricing proposals, or number of personnel supported. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the operating segments. Management believes the methods used to allocate expenses are reasonable.

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

The following tables reflect reportable operating segment information:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	328,068	$	302,370	$	641,565	$	588,064
Fuel, supplies, and expenses		99,296		64,689		184,127		125,530
Operating taxes and licenses		12,823		12,303		25,316		24,551
Insurance		12,197		9,454		22,628		18,393
Communications and utilities		4,648		4,663		9,335		9,633
Depreciation and amortization		24,463		23,308		48,768		46,792
Rents and purchased transportation		121,550		95,082		224,535		170,670
Shared services		75,584		69,372		142,734		125,238
Gain on sale of property and equipment(2)		(1,370)		71		(4,065)		(8,624)
Innovative technology costs(3)		7,954		7,532		14,914		14,400
Other		753		77		1,386		511
Total Asset-Based		685,966		588,921		1,311,243		1,115,158
ArcBest(1)
Purchased transportation		448,160		226,603		956,540		437,598
Supplies and expenses		4,263		2,476		7,529		5,044
Depreciation and amortization(4)		5,468		2,366		10,648		4,752
Shared services		57,986		29,078		108,183		55,150
Gain on sale of subsidiary(5)		(402)		(6,923)		(402)		(6,923)
Other		6,701		2,021		13,846		4,071
Total ArcBest		522,176		255,621		1,096,344		499,692
FleetNet		80,540		58,409		157,201		116,549
Other and eliminations		(33,099)		(28,277)		(69,059)		(59,703)
Total consolidated operating expenses	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

(2) The six months ended June 30, 2021 include an $8.6 million gain on the sale of an unutilized service center property. The 2022 amounts primarily consist of gains on sale of replaced equipment.

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

(4) Depreciation and amortization includes amortization of intangibles associated with acquired businesses.

(5) Gain recognized relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow.

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966
ArcBest(1)		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490
OTHER INCOME (COSTS)
Interest and dividend income	$	361	$	322	$	467	$	714
Interest and other related financing costs		(1,863)		(2,274)		(3,802)		(4,702)
Other, net(2)		(2,807)		1,111		(3,633)		2,303
Total other costs		(4,309)		(841)		(6,968)		(1,685)
INCOME BEFORE INCOME TAXES	$	133,037	$	73,458	$	225,306	$	104,805

(1) The 2022 periods include the operations of MoLo which was acquired on November 1, 2021.

(2) Includes the components of net periodic benefit cost other than service cost related to the Company’s SBP and postretirement plans (see Note H) and proceeds and changes in cash surrender value of life insurance policies.

The following table reflects information about revenues from customers and intersegment revenues:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Revenues from customers
Asset-Based	$	788,973	$	630,145	$	1,464,491	$	1,159,869
ArcBest(1)		538,780		268,038		1,130,502		518,279
FleetNet		68,204		49,951		135,187		98,385
Other		(3,028)		839		(2,177)		1,653
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
Intersegment revenues
Asset-Based	$	13,649	$	22,687	$	43,442	$	49,255
ArcBest		10,875		2,710		14,437		4,805
FleetNet		13,928		9,596		25,323		20,325
Other and eliminations		(38,452)		(34,993)		(83,202)		(74,385)
Total intersegment revenues	$	—	$	—	$	—	$	—
Total segment revenues
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022(1)		2021		2022(1)		2021
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	449,404	$	389,146	$	870,047	$	748,541
Rents, purchased transportation, and other costs of services		610,877		347,760		1,257,756		657,098
Fuel, supplies, and expenses		119,378		80,020		218,925		153,169
Depreciation and amortization(2)		35,330		30,282		70,153		60,636
Other(3)		40,594		27,466		78,848		52,252
	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 period includes the operations of MoLo, which was acquired on November 1, 2021.

(2) Includes amortization of intangible assets.

(3) The three and six months ended June 30, 2021 include a $6.9 million gain related to the sale of a subsidiary within the ArcBest segment. The  six months ended June 30, 2021 also includes an $8.6 million gain on the sale of an unutilized service center property within the Asset-Based segment, compared to $4.1 million of gains on the sale of replaced equipment within the Asset-Based segment for the same period of 2022.

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

6 Months Ended

Jun. 30, 2022

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

NOTE L – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

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

Environmental Matters

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

The Company has received notices from the Environmental Protection Agency (the “EPA”) and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. The Company maintains an accrual, which is included in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Certain Asset-Based service center facilities operate with no exposure certifications or stormwater permits under the federal Clean Water Act (“the CWA”). The no exposure certification and stormwater permits may require periodic facility inspections and monitoring and reporting of stormwater sampling results. The Company determined that certain procedures regarding sampling, documentation, and reporting were not appropriately being performed in accordance with the CWA. As such, the Company self-reported the matter to the EPA. An estimated settlement expense for this matter is accrued

within accrued expenses in the consolidated balance sheet as of June 30, 2022. Resolution of this matter is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Other Events

In February 2021, the Company received a Notice of Assessment from a state pertaining to uncollected sales and use tax, including interest and penalties, for the period September 1, 2016 to November 30, 2018. The Company does not agree with the basis of the assessment and filed an appeal in May 2021. The Company has previously accrued an amount related to this assessment consistent with applicable accounting guidance, but if the state prevails in its position, the Company may owe additional tax. Management does not believe the resolution of this matter will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

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

6 Months Ended

Jun. 30, 2022

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

Financial Statement Presentation

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2021 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

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

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Not Yet Adopted

Management believes there is no new accounting guidance issued but not yet effective that would have a material impact to the Company’s current financial statements.

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2022

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Schedule components of cash and cash equivalents, short term investments, and restricted funds

	June 30		December 31
	2022		2021
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	71,987	$	72,790
Variable rate demand notes(1)(2)		231		230
Money market funds(3)		54,840		3,600
Total cash and cash equivalents	$	127,058	$	76,620
Short-term investments
Certificates of deposit(1)	$	37,047	$	48,339
U.S. Treasury securities(4)		39,755		—
Total short-term investments	$	76,802	$	48,339

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

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

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

(4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year.

Schedule of fair value and carrying value disclosures of financial instruments

	June 30				December 31
	2022				2021
	(in thousands)
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Credit Facility(1)	$	50,000	$	50,000	$	50,000	$	50,000
Notes payable(2)		175,405		167,156		175,530		175,937
New England Pension Fund withdrawal liability(3)		20,438		20,430		20,769		23,521
	$	245,843	$	237,586	$	246,299	$	249,458

(1) The revolving credit facility (the “Credit Facility”) carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).

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

(3) ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of 4.5% and 3.1% at June 30, 2022 and December 31, 2021, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). As of June 30, 2022, the outstanding withdrawal liability totaled $20.4 million, of which $0.7 million and $19.7 million was recorded in accrued expenses and the other long-term liabilities, respectively.

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

	June 30, 2022
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	54,840	$	54,840	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,701		3,701		—		—
Interest rate swaps(3)		2,859		—		2,859		—
	$	61,400	$	58,541	$	2,859	$	—
Liabilities:
Contingent consideration(4)		94,510		—		—		94,510
	$	94,510	$	—	$	—	$	94,510

	December 31, 2021
			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Money market funds(1)	$	3,600	$	3,600	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)		3,848		3,848		—		—
Interest rate swaps(3)		874		—		874		—
	$	8,322	$	7,448	$	874	$	—
Liabilities:
Interest rate swaps(3)	$	455	$	—	$	455	$	—
Contingent consideration(4)		93,700		—		—		93,700
	$	94,155	$	—	$	455	$	93,700

(1) Included in cash and cash equivalents.

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

(3) Included in other long-term assets or other long-term liabilities. The fair values of the interest rate swaps were determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. However, the Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2022 and December 31, 2021 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy.

(4) Included in other long-term liabilities, based on when expected payouts become due. The estimated fair value of contingent consideration for the earn-out agreement related to the November 2021 acquisition of MoLo was determined by assessing Level 3 inputs. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and earnings before interest, taxes, depreciation and amortization to be achieved for the applicable performance periods, volatility factors applied to the simulations, and the discount rate applied, which was 10.6% and 9.0% as of June 30, 2022 and December 31, 2021, respectively. Changes in the significant unobservable inputs might result in a significantly higher or lower fair value at the reporting date.

Schedule of changes in fair value of liabilities measured at fair value using inputs categorized in Level 3

	Contingent Consideration
	(in thousands)
Balances at December 31, 2021	$	93,700
Change in fair value included in operating income		810
Balances at June 30, 2022	$	94,510

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ACQUISITION (Tables)

6 Months Ended

Jun. 30, 2022

ACQUISITION.

Schedule of purchase consideration and estimated fair values of the acquired assets and liabilities

	Purchase
	Consideration
	(in thousands)
Net cash consideration, including estimated post-closing adjustments	$	235,903
Contingent consideration		93,700
Total purchase consideration	$	329,603

	Purchase
	Allocation
	(in thousands)
Accounts receivable	$	134,622
Prepaid expenses		468
Property and equipment		2,309
Operating lease right-of-use assets		844
Intangible assets		76,900
Other assets		170
Total identifiable assets acquired		215,313
Accounts payable		94,461
Accrued expenses and other current liabilities		2,973
Operating lease liabilities		983
Total liabilities		98,417
Total identifiable net assets		116,896
Goodwill		212,707
Net assets acquired	$	329,603

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2022

GOODWILL AND INTANGIBLE ASSETS

Schedule of goodwill by reportable operating segment

	Total		ArcBest		FleetNet
	(in thousands)
Balances at December 31, 2021	$	300,337	$	299,707	$	630
Purchase accounting adjustments(1)		(1,262)		(1,262)		—
Balances at June 30, 2022	$	299,075	$	298,445	$	630

(1) Purchase accounting adjustments related to the MoLo acquisition represent adjustments to the acquired balance of working capital. As noted in Note C, goodwill related to the November 1, 2021 acquisition of MoLo is based on preliminary information as of June 30, 2022.

Schedule of intangible assets

		June 30, 2022						December 31, 2021
	Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value
	(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	12	$	100,321	$	39,352	$	60,969	$	100,321	$	35,072	$	65,249
Other	8		30,363		3,487		26,876		30,335		1,304		29,031
	11		130,684		42,839		87,845		130,656		36,376		94,280
Indefinite-lived intangible assets
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300
Total intangible assets	N/A	$	162,984	$	42,839	$	120,145	$	162,956	$	36,376	$	126,580

Schedule of future amortization for intangible assets

	Amortization of
	Intangible Assets
	(in thousands)
Remainder of 2022	$	6,458
2023		12,826
2024		12,793
2025		12,778
2026		8,671
Thereafter		34,319
Total amortization	$	87,845

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LEASES (Tables)

6 Months Ended

Jun. 30, 2022

LEASES

Schedule of components of lease expense

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Operating lease expense	$	7,367	$	6,584	$	14,450	$	13,226
Variable lease expense		1,068		963		2,044		2,295
Sublease income		(97)		(156)		(258)		(311)
Total operating lease expense(1)	$	8,338	$	7,391	$	16,236	$	15,210

(1) Operating lease expense excludes short-term leases with a term of 12 months or less.

Schedule of operating cash flows from operating lease activity

	Six Months Ended June 30
	2022		2021
	(in thousands)
Noncash change in operating right-of-use assets	$	12,810	$	11,386
Change in operating lease liabilities		(12,696)		(10,625)
Operating right-of-use-assets and lease liabilities, net	$	114	$	761
Cash paid for amounts included in the measurement of operating lease liabilities	$	(14,334)	$	(12,446)

Schedule of maturities of operating lease liabilities

					Equipment
			Land and		and
	Total		Structures(1)		Other
	(in thousands)
Remainder of 2022	$	14,212	$	14,155	$	57
2023		25,496		25,471		25
2024		22,832		22,832		—
2025		19,480		19,480		—
2026		17,123		17,123		—
Thereafter		41,602		41,602		—
Total lease payments		140,745		140,663		82
Less imputed interest		(11,958)		(11,958)		—
Total	$	128,787	$	128,705	$	82

(1) Excludes future minimum lease payments for leases which were executed but had not yet commenced as of June 30, 2022 totaling $81.4 million which will be paid over approximately 10 and 12 years.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables)

6 Months Ended

Jun. 30, 2022

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Schedule of long-term debt

	June 30		December 31
	2022		2021
	(in thousands)
Credit Facility (interest rate of 2.8%(1) at June 30, 2022)	$	50,000	$	50,000
Notes payable (weighted-average interest rate of 2.5% at June 30, 2022)		175,405		175,530
Finance lease obligations		—		2
		225,405		225,532
Less current portion		56,049		50,615
Long-term debt, less current portion	$	169,356	$	174,917

(1) The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% and 3.12% based on the margin of the Credit Facility as of June 30, 2022 and December 31, 2021, respectively.

Scheduled maturities of long-term debt obligations

Scheduled maturities of long-term debt obligations as of June 30, 2022 were as follows:

			Credit		Notes
	Total		Facility(1)		Payable
	(in thousands)
Due in one year or less	$	61,959	$	2,152	$	59,807
Due after one year through two years		56,017		2,098		53,919
Due after two years through three years		89,397		50,489		38,908
Due after three years through four years		21,398		—		21,398
Due after four years through five years		9,251		—		9,251
Due after five years		118		—		118
Total payments		238,140		54,739		183,401
Less amounts representing interest		12,735		4,739		7,996
Long-term debt	$	225,405	$	50,000	$	175,405

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

Schedule of assets securing notes payable or held under capital leases

	June 30		December 31
	2022		2021
	(in thousands)
Revenue equipment	$	255,050	$	241,892
Service, office, and other equipment		33,612		29,773
Total assets securing notes payable or held under finance leases		288,662		271,665
Less accumulated depreciation and amortization(1)		105,185		88,696
Net assets securing notes payable or held under finance leases	$	183,477	$	182,969

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

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POSTRETIREMENT BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2022

POSTRETIREMENT BENEFIT PLANS

Summary of the components of net periodic benefit cost (credit)

	Three Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	39	$	48
Interest cost		1		1		110		107
Amortization of net actuarial (gain) loss(1)		2		3		(191)		(137)
Net periodic benefit cost (credit)(2)	$	3	$	4	$	(42)	$	18

	Six Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	78	$	96
Interest cost		3		2		220		214
Amortization of net actuarial (gain) loss(1)		4		5		(382)		(274)
Net periodic benefit cost (credit)(2)	$	7	$	7	$	(84)	$	36

(1) The Company amortizes actuarial gains and losses over the average remaining active service period of the plan participants and does not use a corridor approach.

(2) Service cost is reported within operating expenses and the other components of net periodic benefit cost are reported within the other line item of other income (costs).

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2022

STOCKHOLDERS' EQUITY

Components of accumulated other comprehensive income

	June 30		December 31
	2022		2021
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	5,224	$	5,602
Interest rate swap		2,859		419
Foreign currency translation		(1,376)		(1,044)
Total	$	6,707	$	4,977
After-tax amounts:
Unrecognized net periodic benefit credit	$	3,879	$	4,160
Interest rate swap		2,111		309
Foreign currency translation		(1,016)		(770)
Total	$	4,974	$	3,699

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

			Unrecognized		Interest		Foreign
			Net Periodic		Rate		Currency
	Total		Benefit Credit		Swap		Translation
	(in thousands)
Balances at December 31, 2021	$	3,699	$	4,160	$	309	$	(770)
Other comprehensive income (loss) before reclassifications		1,556		—		1,802		(246)
Amounts reclassified from accumulated other comprehensive income		(281)		(281)		—		—
Net current-period other comprehensive income (loss)		1,275		(281)		1,802		(246)
Balances at June 30, 2022	$	4,974	$	3,879	$	2,111	$	(1,016)
Balances at December 31, 2020	$	1,190	$	3,260	$	(1,198)	$	(872)
Other comprehensive income before reclassifications		1,682		—		741		941
Amounts reclassified from accumulated other comprehensive income		(200)		(200)		—		—
Net current-period other comprehensive income (loss)		1,482		(200)		741		941
Balances at June 30, 2021	$	2,672	$	3,060	$	(457)	$	69

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

	Unrecognized Net Periodic
	Benefit Credit(1)(2)
	Six Months Ended June 30
	2022		2021
	(in thousands)
Amortization of net actuarial gain, pre-tax	$	378	$	269
Tax expense		(97)		(69)
Total, net of tax	$	281	$	200

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

(2) These components of accumulated other comprehensive income are included in the computation of net periodic benefit cost as disclosed in Note H.

Summary of dividends declared

	2022				2021
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.08	$	1,978	$	0.08	$	2,037
Second quarter	$	0.12	$	2,949	$	0.08	$	2,058

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2022

EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Earnings per common share	$	4.16	$	2.38	$	6.98	$	3.30
Diluted
Numerator:
Net income	$	102,461	$	60,981	$	172,030	$	84,342
Denominator:
Weighted-average shares		24,607,362		25,586,353		24,658,739		25,522,453
Effect of dilutive securities		988,669		1,324,443		1,097,575		1,403,680
Adjusted weighted-average shares and assumed conversions		25,596,031		26,910,796		25,756,314		26,926,133
Earnings per common share	$	4.00	$	2.27	$	6.68	$	3.13

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OPERATING SEGMENT DATA (Tables)

6 Months Ended

Jun. 30, 2022

OPERATING SEGMENT DATA

Schedule of reportable operating segment information

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	328,068	$	302,370	$	641,565	$	588,064
Fuel, supplies, and expenses		99,296		64,689		184,127		125,530
Operating taxes and licenses		12,823		12,303		25,316		24,551
Insurance		12,197		9,454		22,628		18,393
Communications and utilities		4,648		4,663		9,335		9,633
Depreciation and amortization		24,463		23,308		48,768		46,792
Rents and purchased transportation		121,550		95,082		224,535		170,670
Shared services		75,584		69,372		142,734		125,238
Gain on sale of property and equipment(2)		(1,370)		71		(4,065)		(8,624)
Innovative technology costs(3)		7,954		7,532		14,914		14,400
Other		753		77		1,386		511
Total Asset-Based		685,966		588,921		1,311,243		1,115,158
ArcBest(1)
Purchased transportation		448,160		226,603		956,540		437,598
Supplies and expenses		4,263		2,476		7,529		5,044
Depreciation and amortization(4)		5,468		2,366		10,648		4,752
Shared services		57,986		29,078		108,183		55,150
Gain on sale of subsidiary(5)		(402)		(6,923)		(402)		(6,923)
Other		6,701		2,021		13,846		4,071
Total ArcBest		522,176		255,621		1,096,344		499,692
FleetNet		80,540		58,409		157,201		116,549
Other and eliminations		(33,099)		(28,277)		(69,059)		(59,703)
Total consolidated operating expenses	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

(2) The six months ended June 30, 2021 include an $8.6 million gain on the sale of an unutilized service center property. The 2022 amounts primarily consist of gains on sale of replaced equipment.

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

(4) Depreciation and amortization includes amortization of intangibles associated with acquired businesses.

(5) Gain recognized relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021, including the contingent amount recognized in second quarter 2022 when the funds were released from escrow.

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966
ArcBest(1)		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490
OTHER INCOME (COSTS)
Interest and dividend income	$	361	$	322	$	467	$	714
Interest and other related financing costs		(1,863)		(2,274)		(3,802)		(4,702)
Other, net(2)		(2,807)		1,111		(3,633)		2,303
Total other costs		(4,309)		(841)		(6,968)		(1,685)
INCOME BEFORE INCOME TAXES	$	133,037	$	73,458	$	225,306	$	104,805

(1) The 2022 periods include the operations of MoLo which was acquired on November 1, 2021.

(2) Includes the components of net periodic benefit cost other than service cost related to the Company’s SBP and postretirement plans (see Note H) and proceeds and changes in cash surrender value of life insurance policies.

Schedule of revenues from customers and intersegment revenues

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021
	(in thousands)
Revenues from customers
Asset-Based	$	788,973	$	630,145	$	1,464,491	$	1,159,869
ArcBest(1)		538,780		268,038		1,130,502		518,279
FleetNet		68,204		49,951		135,187		98,385
Other		(3,028)		839		(2,177)		1,653
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186
Intersegment revenues
Asset-Based	$	13,649	$	22,687	$	43,442	$	49,255
ArcBest		10,875		2,710		14,437		4,805
FleetNet		13,928		9,596		25,323		20,325
Other and eliminations		(38,452)		(34,993)		(83,202)		(74,385)
Total intersegment revenues	$	—	$	—	$	—	$	—
Total segment revenues
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest(1)		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues(1)	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

(1) The 2022 periods include the operations of MoLo, which was acquired on November 1, 2021.

Schedule of consolidated operating expenses by component

	Three Months Ended				Six Months Ended
	June 30				June 30
	2022(1)		2021		2022(1)		2021
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	449,404	$	389,146	$	870,047	$	748,541
Rents, purchased transportation, and other costs of services		610,877		347,760		1,257,756		657,098
Fuel, supplies, and expenses		119,378		80,020		218,925		153,169
Depreciation and amortization(2)		35,330		30,282		70,153		60,636
Other(3)		40,594		27,466		78,848		52,252
	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

(1) The 2022 period includes the operations of MoLo, which was acquired on November 1, 2021.

(2) Includes amortization of intangible assets.

(3) The three and six months ended June 30, 2021 include a $6.9 million gain related to the sale of a subsidiary within the ArcBest segment. The  six months ended June 30, 2021 also includes an $8.6 million gain on the sale of an unutilized service center property within the Asset-Based segment, compared to $4.1 million of gains on the sale of replaced equipment within the Asset-Based segment for the same period of 2022.

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION - Organization (Details)	6 Months Ended
	Jun. 30, 2022 segment
Organization and description of business
Number of reportable operating segments	3
Asset Based
Organization and description of business
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by the Asset-Based segment	54.00%
Asset Based | Unionized employees concentration risk | Number of employees
Organization and description of business
Percentage of Asset-Based segment employees covered under collective bargaining agreement with the IBT	82.00%

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Cash and Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair value disclosure
Cash and cash equivalents	$ 127,058	$ 76,620
Short-term investments	76,802	48,339
Concentrations of Credit Risk of Financial Instruments
Cash, cash equivalents and short-term investments not FDIC-insured	95,500	42,600
Cash deposits
Fair value disclosure
Cash and cash equivalents	71,987	72,790
Variable rate demand notes
Fair value disclosure
Cash and cash equivalents	231	230
Money market funds
Fair value disclosure
Cash and cash equivalents	54,840	3,600
Certificates of deposit
Fair value disclosure
Short-term investments	37,047	$ 48,339
U.S. Treasury securities
Fair value disclosure
Short-term investments	$ 39,755

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Debt (Details) $ in Thousands	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair value disclosure
Outstanding withdrawal liability	$ 20,400
Accrued expenses
Fair value disclosure
Outstanding withdrawal liability	700
Other long-term liabilities
Fair value disclosure
Outstanding withdrawal liability	19,700
Carrying value
Fair value disclosure
Financial instruments	245,843	$ 246,299
Fair value disclosure
Fair value disclosure
Financial instruments	237,586	249,458
Credit Facility | Carrying value | Level 2
Fair value disclosure
Financial instruments	50,000	50,000
Credit Facility | Fair value disclosure | Level 2
Fair value disclosure
Financial instruments	50,000	50,000
Notes payable | Carrying value | Level 2
Fair value disclosure
Financial instruments	175,405	175,530
Notes payable | Fair value disclosure | Level 2
Fair value disclosure
Financial instruments	$ 167,156	$ 175,937
New England Pension Fund withdrawal liability | Discount Rate
Fair value disclosure
Measurement input	0.045	0.031
New England Pension Fund withdrawal liability | Carrying value | Level 2
Fair value disclosure
Financial instruments	$ 20,438	$ 20,769
New England Pension Fund withdrawal liability | Fair value disclosure | Level 2
Fair value disclosure
Financial instruments	$ 20,430	$ 23,521

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Assets and Liabilities (Details) - Recurring basis - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Assets:
Assets	$ 61,400	$ 8,322
Liabilities:
Liabilities	94,510	94,155
Cash and cash equivalents
Assets:
Money market funds	54,840	3,600
Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	3,701	3,848
Interest rate swaps	2,859	874
Other long-term liabilities
Liabilities:
Interest rate swap		455
Contingent consideration	94,510	93,700
Level 1
Assets:
Assets	58,541	7,448
Level 1 | Cash and cash equivalents
Assets:
Money market funds	54,840	3,600
Level 1 | Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	3,701	3,848
Level 2
Assets:
Assets	2,859	874
Liabilities:
Liabilities		455
Level 2 | Other long-term assets
Assets:
Interest rate swaps	2,859	874
Level 2 | Other long-term liabilities
Liabilities:
Interest rate swap		455
Level 3
Liabilities:
Liabilities	94,510	93,700
Level 3 | Other long-term liabilities
Liabilities:
Contingent consideration	$ 94,510	$ 93,700

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Nonrecurring (Details)	Jun. 30, 2022	Dec. 31, 2021
Discount Rate | Valuation Technique, Discounted Cash Flow [Member]
Fair value measurement
Measurement input	0.106	0.090

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Changes in fair value of liabilities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balances	$ 93,700
Change in fair value included in operating income	$ 810
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income	Operating income
Ending Balances	$ 94,510

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ACQUISITION - MoLo (Details) - USD ($) $ in Thousands		6 Months Ended
	Nov. 01, 2021	Jun. 30, 2022
Business Acquisition
Business acquisitions, net of cash acquired		$ 2,279
MoLo Solutions, LLC
Business Acquisition
Business acquisitions, net of cash acquired		$ 2,300
Purchase Consideration
Net cash consideration, including estimated post-closing adjustments	$ 235,903
Contingent consideration	93,700
Total purchase consideration	$ 329,603
MoLo Solutions, LLC | 100% of target
Business Acquisition
Adjusted EBITDA target percentage	100.00%
Contingent consideration, target	$ 215,000
MoLo Solutions, LLC | 80% of target
Business Acquisition
Adjusted EBITDA target percentage	80.00%
Contingent consideration, low range	$ 95,000
MoLo Solutions, LLC | 300% of target
Business Acquisition
Adjusted EBITDA target percentage	300.00%
Contingent consideration, high range	$ 455,000

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ACQUISITION - Estimated fair values of acquired assets and liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Purchase Allocation
Goodwill	$ 299,075		$ 299,075		$ 300,337
Operating revenues	1,392,929	$ 948,973	2,728,003	$ 1,778,186
Operating income (loss)	137,346	$ 74,299	232,274	$ 106,490
MoLo Solutions, LLC
Purchase Allocation
Accounts receivable	134,622		134,622
Prepaid expenses	468		468
Property and equipment	2,309		2,309
Operating lease right-of use assets	844		844
Intangible assets	76,900		76,900
Other assets	170		170
Total identifiable assets acquired	215,313		215,313
Accounts payable	94,461		94,461
Accrued expenses and other current liabilities	2,973		2,973
Operating lease liabilities	983		983
Total liabilities	98,417		98,417
Total identifiable net assets	116,896		116,896
Goodwill	212,707		212,707
Net assets acquired	$ 329,603		$ 329,603

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GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill by reportable operating segment
Balance at the beginning of the period	$ 300,337
Purchase accounting adjustment	(1,262)
Balance at the end of the period	299,075
ArcBest
Goodwill by reportable operating segment
Balance at the beginning of the period	299,707
Purchase accounting adjustment	(1,262)
Balance at the end of the period	298,445
FleetNet
Goodwill by reportable operating segment
Balance at the beginning of the period	630
Balance at the end of the period	$ 630

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GOODWILL AND INTANGIBLE ASSETS - Intangible (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-lived intangible assets
Weighted Average Amortization Period	11 years
Cost	$ 130,684	$ 130,656
Accumulated Amortization	42,839	36,376
Net Value	87,845	94,280
Total intangible assets
Cost	162,984	162,956
Net Value	120,145	126,580
Trade name
Indefinite-lived intangible assets
Net Value	$ 32,300	32,300
Customer relationships
Finite-lived intangible assets
Weighted Average Amortization Period	12 years
Cost	$ 100,321	100,321
Accumulated Amortization	39,352	35,072
Net Value	$ 60,969	65,249
Other intangible assets
Finite-lived intangible assets
Weighted Average Amortization Period	8 years
Cost	$ 30,363	30,335
Accumulated Amortization	3,487	1,304
Net Value	$ 26,876	$ 29,031

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GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Future amortization for intangible assets
Remainder of 2022	$ 6,458
2023	12,826
2024	12,793
2025	12,778
2026	8,671
Thereafter	34,319
Net Value	$ 87,845	$ 94,280

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INCOME TAXES - Tax Rate (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
INCOME TAXES
Effective tax rate (as a percent)	23.00%	17.00%	23.60%	19.50%
State tax, low end of range of rate (as a percent)	6.00%	6.00%	6.00%	6.00%
State tax, high end of range of rate (as a percent)	6.50%	6.50%	6.50%	6.50%

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INCOME TAXES - Allowance (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Deferred tax assets:
Valuation allowance	$ 2.3	$ 2.2

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INCOME TAXES - Taxes Paid (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income taxes
Income taxes paid (in dollars)	$ 56.4	$ 15.3
Federal and state
Income taxes
Income tax refunds received (in dollars)	$ 1.2
Federal and state | Maximum
Income taxes
Income tax refunds received (in dollars)		$ 0.1

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LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
LEASES
Operating lease expense	$ 7,367	$ 6,584	$ 14,450	$ 13,226
Variable lease expense	1,068	963	2,044	2,295
Sublease income	(97)	(156)	(258)	(311)
Total operating lease expense	$ 8,338	$ 7,391	$ 16,236	$ 15,210

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LEASES - Cash flows (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating leases
Noncash change in operating right-of-use assets	$ 12,810	$ 11,386
Change in operating lease liabilities	(12,696)	(10,625)
Operating right-of-use assets and lease liabilities, net	114	761
Cash paid for amounts included in the measurement of operating lease liabilities	$ (14,334)	$ (12,446)

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LEASES - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Maturities of operating lease liabilities
Remainder of 2022	$ 14,212
2023	25,496
2024	22,832
2025	19,480
2026	17,123
Thereafter	41,602
Total lease payments	140,745
Less imputed interest	(11,958)
Total operating lease liabilities	$ 128,787
Operating Lease, Liability, Statement of Financial Position	Operating Lease, Liability, Current, Operating Lease, Liability, Noncurrent
Land and Structures
Maturities of operating lease liabilities
Remainder of 2022	$ 14,155
2023	25,471
2024	22,832
2025	19,480
2026	17,123
Thereafter	41,602
Total lease payments	140,663
Less imputed interest	(11,958)
Total operating lease liabilities	128,705
Future minimum payments for leases that have not yet commenced	$ 81,400
Land and Structures | Lease Agreement 1
Maturities of operating lease liabilities
Lease term for lease commitments that have not yet commenced	10 years
Land and Structures | Lease Agreement 2
Maturities of operating lease liabilities
Lease term for lease commitments that have not yet commenced	12 years
Equipment and Others
Maturities of operating lease liabilities
Remainder of 2022	$ 57
2023	25
Total lease payments	82
Total operating lease liabilities	$ 82

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Long-term debt obligations
Long-term debt	$ 225,405	$ 225,532
Less current portion	56,049	50,615
Long-term debt, less current portion	169,356	174,917
Credit Facility
Long-term debt obligations
Long-term debt	$ 50,000	50,000
Interest rate (as a percent)	2.80%
Credit Facility | Interest rate swap agreement
Long-term debt obligations
Amount of borrowings covered by the interest rate swap	$ 50,000	$ 50,000
Effective fixed interest rate on hedged borrowings (as a percent)	1.56%	3.12%
Notes payable
Long-term debt obligations
Long-term debt	$ 175,405	$ 175,530
Weighted-average interest rate (as a percent)	2.50%
Finance lease obligations
Long-term debt obligations
Long-term debt		$ 2

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Maturities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Maturities of long-term debt obligations
Due in one year or less	$ 61,959
Due after one year through two years	56,017
Due after two years through three years	89,397
Due after three years through four years	21,398
Due after four years through five years	9,251
Due after five years	118
Total payments	238,140
Less amounts representing interest	12,735
Long-term debt	225,405
Credit Facility
Maturities of long-term debt obligations
Due in one year or less	2,152
Due after one year through two years	2,098
Due after two years through three years	50,489
Total payments	54,739
Less amounts representing interest	4,739
Long-term debt	50,000
Notes payable
Maturities of long-term debt obligations
Due in one year or less	59,807
Due after one year through two years	53,919
Due after two years through three years	38,908
Due after three years through four years	21,398
Due after four years through five years	9,251
Due after five years	118
Total payments	183,401
Less amounts representing interest	7,996
Long-term debt	$ 175,405

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Assets securing notes (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Financing Arrangements
Total assets securing notes payable or held under finance leases	$ 288,662	$ 271,665
Less accumulated depreciation and amortization	105,185	88,696
Net assets securing notes payable or held under finance leases	183,477	182,969
Revenue equipment
Financing Arrangements
Total assets securing notes payable or held under finance leases	255,050	241,892
Service, office, and other equipment
Financing Arrangements
Total assets securing notes payable or held under finance leases	$ 33,612	$ 29,773

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Credit Facility (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Financing Arrangements
Borrowings under credit facilities			$ 58,000
Repayment of debt			84,905	$ 54,643
Outstanding letters of credit	$ 10,600		10,600
Credit Facility
Financing Arrangements
Maximum borrowing capacity	250,000		250,000
Additional borrowing capacity that may be requested	125,000		125,000
Borrowings under credit facilities		$ 58,000
Repayment of debt	38,000	$ 20,000
Remaining borrowing capacity	200,000		200,000
Swing Line Facility
Financing Arrangements
Maximum borrowing capacity	25,000		25,000
Letters of Credit, Sub-Facility
Financing Arrangements
Maximum borrowing capacity	$ 20,000		$ 20,000

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Interest rate swaps (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Jan. 02, 2020
Interest rate swap agreement | Credit Facility
Financing Arrangements
Amount of borrowings covered by the interest rate swap	$ 50.0	$ 50.0
Effective fixed interest rate on hedged borrowings (as a percent)	1.56%	3.12%
Interest rate swap agreement, maturing on June 30, 2022
Financing Arrangements
Notional amount			$ 50.0
Interest rate swap agreement, maturing on June 30, 2022 | Other long-term liabilities
Financing Arrangements
Fair value of interest rate swap, liability		$ 0.5
Interest rate swap agreement, maturing on October 1, 2024
Financing Arrangements
Notional amount	$ 50.0
Fixed interest rate payments (as a percent)	0.43%
Interest rate swap agreement, maturing on October 1, 2024 | Other long-term assets
Financing Arrangements
Fair value of interest rate swap, asset	$ 2.9	$ 0.9
Interest rate swap agreement, maturing on October 1, 2024 | Credit Facility
Financing Arrangements
Amount of borrowings covered by the interest rate swap	$ 50.0
Effective fixed interest rate on hedged borrowings (as a percent)	1.56%

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Securitization program (Details) $ in Millions	Jun. 30, 2022 USD ($)
Financing Arrangements
Outstanding letters of credit	$ 10.6
Accounts receivable securitization program
Financing Arrangements
Maximum borrowing capacity	50.0
Additional borrowing capacity that may be requested	100.0
Outstanding letters of credit	10.0
Remaining borrowing capacity	$ 40.0

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Letters of credit & Surety bonds (Details) $ in Millions	Jun. 30, 2022 USD ($)
Financing Arrangements
Outstanding letters of credit	$ 10.6
Accounts receivable securitization program
Financing Arrangements
Outstanding letters of credit	10.0
Surety bonds
Financing Arrangements
Outstanding surety bonds under uncollateralized bond programs	$ 62.0

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS - Notes Payable (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Notes payable
Financing Arrangements
Assets financed during the period under promissory note arrangements	$ 18.7	$ 26.8

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POSTRETIREMENT BENEFIT PLANS - Components of cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Components of net periodic benefit cost (credit)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income	Other, net	Other, net	Other, net	Other, net
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income	Other, net	Other, net	Other, net	Other, net
Supplemental Benefit Plan
Components of net periodic benefit cost (credit)
Interest cost	$ 1	$ 1	$ 3	$ 2
Amortization of net actuarial (gain) loss	2	3	4	5
Net periodic benefit cost (credit)	3	4	7	7
Postretirement Health Benefit Plan
Components of net periodic benefit cost (credit)
Service cost	39	48	78	96
Interest cost	110	107	220	214
Amortization of net actuarial (gain) loss	(191)	(137)	(382)	(274)
Net periodic benefit cost (credit)	$ (42)	$ 18	$ (84)	$ 36

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POSTRETIREMENT BENEFIT PLANS - Multiemployer Plans (Details)	6 Months Ended
	Jun. 30, 2022 plan
Nonunion Defined Benefit Pension Plan | Asset Based
Multiemployer Plans
Number of multiemployer plans to which ABF Freight currently contributes	25

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STOCKHOLDERS' EQUITY - AOCI (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income
Total after-tax amount	$ 1,063,212	$ 983,172	$ 929,067	$ 898,134	$ 851,909	$ 828,593
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income
Total pre-tax amount	6,707		4,977
Total after-tax amount	4,974	$ 5,323	3,699	2,672	$ 1,994	1,190
Unrecognized Net Periodic Benefit Credit
Accumulated Other Comprehensive Income
Total pre-tax amount	5,224		5,602
Total after-tax amount	3,879		4,160	3,060		3,260
Interest Rate Swap
Accumulated Other Comprehensive Income
Total pre-tax amount	2,859		419
Total after-tax amount	2,111		309	(457)		(1,198)
Foreign Currency Translation
Accumulated Other Comprehensive Income
Total pre-tax amount	(1,376)		(1,044)
Total after-tax amount	$ (1,016)		$ (770)	$ 69		$ (872)

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STOCKHOLDERS' EQUITY - AOCI components (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Changes in accumulated other comprehensive income, net of tax, by component
Balances	$ 983,172	$ 929,067	$ 851,909	$ 828,593	$ 929,067	$ 828,593
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	(349)	1,624	678	804	1,275	1,482
Balances	1,063,212	983,172	898,134	851,909	1,063,212	898,134
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income, net of tax, by component
Balances	5,323	3,699	1,994	1,190	3,699	1,190
Other comprehensive income (loss) before reclassifications					1,556	1,682
Amounts reclassified from accumulated other comprehensive income					(281)	(200)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	(349)	1,624	678	804	1,275	1,482
Balances	4,974	5,323	2,672	1,994	4,974	2,672
Unrecognized Net Periodic Benefit Credit
Changes in accumulated other comprehensive income, net of tax, by component
Balances		4,160		3,260	4,160	3,260
Amounts reclassified from accumulated other comprehensive income					(281)	(200)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax					(281)	(200)
Balances	3,879		3,060		3,879	3,060
Interest Rate Swap
Changes in accumulated other comprehensive income, net of tax, by component
Balances		309		(1,198)	309	(1,198)
Other comprehensive income (loss) before reclassifications					1,802	741
OTHER COMPREHENSIVE INCOME (LOSS), net of tax					1,802	741
Balances	2,111		(457)		2,111	(457)
Foreign Currency Translation
Changes in accumulated other comprehensive income, net of tax, by component
Balances		$ (770)		$ (872)	(770)	(872)
Other comprehensive income (loss) before reclassifications					(246)	941
OTHER COMPREHENSIVE INCOME (LOSS), net of tax					(246)	941
Balances	$ (1,016)		$ 69		$ (1,016)	$ 69

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STOCKHOLDERS' EQUITY - Reclass (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Unrecognized Net Periodic Benefit Credit
Significant reclassifications out of accumulated other comprehensive loss by component
Tax expense	$ (97)	$ (69)
Total, net of tax	281	200
Amortization of net actuarial gain
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ 378	$ 269

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STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jul. 27, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021
Dividends on Common Stock
Dividends declared (in dollars per share)		$ 0.12	$ 0.08	$ 0.08	$ 0.08
Dividend Amount		$ 2,949	$ 1,978	$ 2,058	$ 2,037
Subsequent Event
Dividends on Common Stock
Dividends declared (in dollars per share)	$ 0.12

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STOCKHOLDERS' EQUITY - Treasury Stock (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended				6 Months Ended		12 Months Ended
	Jan. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Apr. 30, 2022	Nov. 02, 2021
Treasury Stock
Purchases of treasury stock						$ (31,237)	$ (8,100)
Cost of repurchased shares		$ 14,731		$ 7,099	$ 1,001
Treasury stock, at cost, shares		5,109,030				5,109,030		4,492,514
Existing Share Repurchase Program and ASR
Treasury Stock
Number of shares repurchased during the period						616,516
Cost of repurchased shares						$ 56,200
Amount available for repurchase								$ 66,900
Existing Share Repurchase Program
Treasury Stock
Amount of stock repurchases authorized									$ 75,000
Cost of repurchased shares			$ 16,506
Amount available for repurchase		$ 60,300				$ 60,300
Accelerated Share Repurchase Agreement ("ASR")
Treasury Stock
Amount paid in accelerated repurchase										$ 100,000
Number of shares repurchased during the period						214,763
Cost of repurchased shares								75,000
Amount of unsettled forward contract classified within stockholders' equity as additional paid in capital.								$ 25,000
Forward contract for accelerated share repurchase	$ 25,000

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EARNINGS PER SHARE - Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Basic, numerator:
Net income, Basic	$ 102,461	$ 60,981	$ 172,030	$ 84,342
Basic, denominator:
Weighted-average shares	24,607,362	25,586,353	24,658,739	25,522,453
Earnings per common share (in dollars per share)	$ 4.16	$ 2.38	$ 6.98	$ 3.30
Diluted, numerator:
Net income, Diluted	$ 102,461	$ 60,981	$ 172,030	$ 84,342
Diluted, denominator:
Weighted-average shares	24,607,362	25,586,353	24,658,739	25,522,453
Effect of dilutive securities	988,669	1,324,443	1,097,575	1,403,680
Adjusted weighted-average shares and assumed conversions	25,596,031	26,910,796	25,756,314	26,926,133
Earnings per common share (in dollars per share)	$ 4.00	$ 2.27	$ 6.68	$ 3.13

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OPERATING SEGMENT DATA - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues
Revenues	$ 1,392,929	$ 948,973	$ 2,728,003	$ 1,778,186
Asset Based
Revenues
Revenues	788,973	630,145	1,464,491	1,159,869
ArcBest
Revenues
Revenues	538,780	268,038	1,130,502	518,279
FleetNet
Revenues
Revenues	68,204	49,951	135,187	98,385
Operating Segments | Asset Based
Revenues
Revenues	802,622	652,832	1,507,933	1,209,124
Operating Segments | ArcBest
Revenues
Revenues	549,655	270,748	1,144,939	523,084
Operating Segments | FleetNet
Revenues
Revenues	82,132	59,547	160,510	118,710
Other and eliminations
Revenues
Revenues	$ (41,480)	$ (34,154)	$ (85,379)	$ (72,732)

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OPERATING SEGMENT DATA - Operating expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
OPERATING EXPENSES
Salaries, wages, and benefits	$ 449,404	$ 389,146	$ 870,047	$ 748,541
Fuel, supplies, and expenses	119,378	80,020	218,925	153,169
Depreciation and amortization	35,330	30,282	70,153	60,636
Gain on sale of subsidiary			(402)	(6,923)
Gain on sale of property and equipment			(4,073)	(8,408)
Other	40,594	27,466	78,848	52,252
Total consolidated operating expenses	1,255,583	874,674	2,495,729	1,671,696
Asset Based
OPERATING EXPENSES
Gain on sale of property and equipment			(4,100)	(8,600)
ArcBest
OPERATING EXPENSES
Gain on sale of subsidiary		(6,900)		(6,900)
Operating Segments | Asset Based
OPERATING EXPENSES
Salaries, wages, and benefits	328,068	302,370	641,565	588,064
Fuel, supplies, and expenses	99,296	64,689	184,127	125,530
Operating taxes and licenses	12,823	12,303	25,316	24,551
Insurance	12,197	9,454	22,628	18,393
Communications and utilities	4,648	4,663	9,335	9,633
Depreciation and amortization	24,463	23,308	48,768	46,792
Rents and purchased transportation	121,550	95,082	224,535	170,670
Shared services	75,584	69,372	142,734	125,238
Gain on sale of property and equipment	(1,370)	71	(4,065)	(8,624)
Innovative technology costs	7,954	7,532	14,914	14,400
Other	753	77	1,386	511
Total consolidated operating expenses	685,966	588,921	1,311,243	1,115,158
Operating Segments | Asset Based | Land and structures
OPERATING EXPENSES
Gain on sale of property and equipment				(8,600)
Operating Segments | ArcBest
OPERATING EXPENSES
Purchased transportation	448,160	226,603	956,540	437,598
Supplies and expenses	4,263	2,476	7,529	5,044
Depreciation and amortization	5,468	2,366	10,648	4,752
Shared services	57,986	29,078	108,183	55,150
Gain on sale of subsidiary	(402)	(6,923)	(402)	(6,923)
Other	6,701	2,021	13,846	4,071
Total consolidated operating expenses	522,176	255,621	1,096,344	499,692
Operating Segments | FleetNet
OPERATING EXPENSES
Total consolidated operating expenses	80,540	58,409	157,201	116,549
Other and eliminations
OPERATING EXPENSES
Total consolidated operating expenses	$ (33,099)	$ (28,277)	$ (69,059)	$ (59,703)

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OPERATING SEGMENT DATA - Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
OPERATING INCOME
Operating income	$ 137,346	$ 74,299	$ 232,274	$ 106,490
OTHER INCOME (COSTS)
Interest and dividend income	361	322	467	714
Interest and other related financing costs	(1,863)	(2,274)	(3,802)	(4,702)
Other, net	(2,807)	1,111	(3,633)	2,303
Total other costs	(4,309)	(841)	(6,968)	(1,685)
INCOME BEFORE INCOME TAXES	133,037	73,458	225,306	104,805
Operating Segments | Asset Based
OPERATING INCOME
Operating income	116,656	63,911	196,690	93,966
Operating Segments | ArcBest
OPERATING INCOME
Operating income	27,479	15,127	48,595	23,392
Operating Segments | FleetNet
OPERATING INCOME
Operating income	1,592	1,138	3,309	2,161
Other and eliminations
OPERATING INCOME
Operating income	$ (8,381)	$ (5,877)	$ (16,320)	$ (13,029)

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OPERATING SEGMENT DATA - Revenue from customers (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenues
Revenues	$ 1,392,929	$ 948,973	$ 2,728,003	$ 1,778,186
Asset Based
Revenues
Revenues	788,973	630,145	1,464,491	1,159,869
ArcBest
Revenues
Revenues	538,780	268,038	1,130,502	518,279
FleetNet
Revenues
Revenues	68,204	49,951	135,187	98,385
Corporate and Other
Revenues
Revenues	(3,028)	839	(2,177)	1,653
Operating Segments | Asset Based
Revenues
Revenues	802,622	652,832	1,507,933	1,209,124
Operating Segments | ArcBest
Revenues
Revenues	549,655	270,748	1,144,939	523,084
Operating Segments | FleetNet
Revenues
Revenues	82,132	59,547	160,510	118,710
Intersegment revenues
Revenues
Revenues	(38,452)	(34,993)	(83,202)	(74,385)
Intersegment revenues | Asset Based
Revenues
Revenues	13,649	22,687	43,442	49,255
Intersegment revenues | ArcBest
Revenues
Revenues	10,875	2,710	14,437	4,805
Intersegment revenues | FleetNet
Revenues
Revenues	13,928	9,596	25,323	20,325
Other and eliminations
Revenues
Revenues	$ (41,480)	$ (34,154)	$ (85,379)	$ (72,732)

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OPERATING SEGMENT DATA - Operating Expenses by Category (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
OPERATING EXPENSES
Salaries, wages, and benefits	$ 449,404	$ 389,146	$ 870,047	$ 748,541
Rents, purchased transportation, and other costs of services	610,877	347,760	1,257,756	657,098
Fuel, supplies, and expenses	119,378	80,020	218,925	153,169
Depreciation and amortization	35,330	30,282	70,153	60,636
Other	40,594	27,466	78,848	52,252
Total consolidated operating expenses	$ 1,255,583	874,674	2,495,729	1,671,696
Gain on sale of subsidiaries			402	6,923
Gain on sale of property and equipment			4,073	8,408
Asset Based
OPERATING EXPENSES
Gain on sale of property and equipment			$ 4,100	8,600
ArcBest
OPERATING EXPENSES
Gain on sale of subsidiaries		$ 6,900		$ 6,900