10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2015

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

For the transition period from              to             

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

(479) 785-6000

(Address, including zip code, and telephone number, including
area code, of the registrant’s principal executive offices)

Not Applicable

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

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

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

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

Large accelerated filer x   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

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

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

Class	Outstanding at July 31, 2015
Common Stock, $0.01 par value	25,943,595 shares

ARCBEST CORPORATION

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — June 30, 2015 and December 31, 2014	3
	Consolidated Statements of Operations — For the Three and Six Months Ended June 30, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income — For the Three and Six Months Ended June 30, 2015 and 2014	5
	Consolidated Statement of Stockholders’ Equity — For the Six Months Ended June 30, 2015	6
	Consolidated Statements of Cash Flows — For the Six Months Ended June 30, 2015 and 2014	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		49

PART I.
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30			December 31
	2015			2014
	(Unaudited)
	(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	192,016		$	157,042
Short-term investments	53,836			45,909
Restricted cash	1,387			1,386
Accounts receivable, less allowances (2015 — $5,983; 2014 — $5,731)	245,039			228,056
Other accounts receivable, less allowances (2015 — $962; 2014 — $1,701)	7,083			6,582
Prepaid expenses	19,219			20,906
Deferred income taxes	35,661			40,220
Prepaid and refundable income taxes	2,592			9,920
Other	5,072			4,968
TOTAL CURRENT ASSETS	561,905			514,989
PROPERTY, PLANT AND EQUIPMENT
Land and structures	267,046			251,836
Revenue equipment	655,013			633,455
Service, office, and other equipment	137,296			136,145
Software	120,256			116,112
Leasehold improvements	24,649			24,377
	1,204,260			1,161,925
Less allowances for depreciation and amortization	779,813			752,075
PROPERTY, PLANT AND EQUIPMENT, net	424,447			409,850
GOODWILL	81,258			77,078
INTANGIBLE ASSETS, net	71,270			72,809
OTHER ASSETS	53,168			52,896
TOTAL ASSETS	$	1,192,048		$	1,127,622
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	147,781		$	120,325
Income taxes payable	4,869			527
Accrued expenses	187,821			194,674
Current portion of long-term debt	24,024			25,256
TOTAL CURRENT LIABILITIES	364,495			340,782
LONG-TERM DEBT, less current portion	136,821			102,474
PENSION AND POSTRETIREMENT LIABILITIES	39,620			42,418
OTHER LIABILITIES	12,295			16,667
DEFERRED INCOME TAXES	59,613			64,398
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2015: 27,784,760 shares; 2014: 27,722,010 shares	278			277
Additional paid-in capital	307,268			303,045
Retained earnings	356,360			338,810
Treasury stock, at cost, 2015: 1,841,165 shares; 2014: 1,677,932 shares	(63,752		)	(57,770		)
Accumulated other comprehensive loss	(20,950		)	(23,479		)
TOTAL STOCKHOLDERS’ EQUITY	579,204			560,883
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,192,048		$	1,127,622

See notes to consolidated financial statements.

3

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(Unaudited)
	(in thousands, except share and per share data)
REVENUES	$	696,115		$	658,646		$	1,309,391		$	1,236,550
OPERATING EXPENSES	662,649			631,694			1,274,645			1,218,300
OPERATING INCOME	33,466			26,952			34,746			18,250
OTHER INCOME (COSTS)
Interest and dividend income	271			194			505			384
Interest and other related financing costs	(1,025		)	(725		)	(2,027		)	(1,533		)
Other, net	197			950			597			1,315
TOTAL OTHER INCOME (COSTS)	(557		)	419			(925		)	166
INCOME BEFORE INCOME TAXES	32,909			27,371			33,821			18,416
INCOME TAX PROVISION	12,942			10,163			13,109			6,401
NET INCOME	$	19,967		$	17,208		$	20,712		$	12,015
EARNINGS PER COMMON SHARE
Basic	$	0.76		$	0.63		$	0.79		$	0.44
Diluted	$	0.74		$	0.63		$	0.77		$	0.44
AVERAGE COMMON SHARES OUTSTANDING
Basic	26,021,874			26,005,105			26,036,375			25,941,370
Diluted	26,593,451			26,005,105			26,592,615			25,942,046
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.06		$	0.03		$	0.12		$	0.06

See notes to consolidated financial statements.

4

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(Unaudited)
	(in thousands, except share and per share data)
NET INCOME	$	19,967		$	17,208		$	20,712		$	12,015
OTHER COMPREHENSIVE INCOME (LOSS), net of tax
Pension and other postretirement benefit plans:
Net actuarial gain (loss), net of tax of: (2015 — Three-month period $1,515, Six-month period $349; 2014 — Three-month period $116, Six-month period $3,488)	2,379			(181		)	548			(5,477		)
Pension settlement expense, net of tax of: (2015 — Three-month period $233, Six-month period $668; 2014 — Three-month period $353, Six-month period $1,789)	364			556			1,048			2,811
Amortization of unrecognized net periodic benefit costs, net of tax of: (2015 — Three-month period $396, Six-month period $796; 2014 — Three-month period $261, Six-month period $467)
Net actuarial loss	653			436			1,309			789
Prior service credit	(29		)	(29		)	(58		)	(58		)
Interest rate swap and foreign currency translation:
Change in unrealized income (loss) on interest rate swap, net of tax of (2015 — Three-month period $158; Six- month period $77)	244			—			(120		)	—
Change in foreign currency translation, net of tax of: (2015 — Three-month period $61; Six-month period $126; 2014 — Three-month period $65, Six-month period $41)	97			101			(198		)	64
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	3,708			883			2,529			(1,871		)
TOTAL COMPREHENSIVE INCOME	$	23,675		$	18,091		$	23,241		$	10,144

See notes to consolidated financial statements.

5

ARCBEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

														Accumulated
				Additional										Other
	Common Stock			Paid-In			Retained			Treasury Stock				Comprehensive			Total
	Shares	Amount		Capital			Earnings			Shares	Amount			Loss			Equity
	(Unaudited)
	(in thousands)
Balances at December 31, 2014	27,722	$	277	$	303,045		$	338,810		1,678	$	(57,770	)	$	(23,479	)	$	560,883
Net income							20,712										20,712
Other comprehensive income, net of tax														2,529			2,529
Issuance of common stock under share-based compensation plans	63	1		(1		)											—
Tax effect of share-based compensation plans				(9		)											(9		)
Share-based compensation expense				4,233													4,233
Purchase of treasury stock										163	(5,982		)				(5,982		)
Dividends declared on common stock							(3,162		)								(3,162		)
Balances at June 30, 2015	27,785	$	278	$	307,268		$	356,360		1,841	$	(63,752	)	$	(20,950	)	$	579,204

See notes to consolidated financial statements.

6

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2015			2014
	(Unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income	$	20,712		$	12,015
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,630			39,540
Amortization of intangibles	2,218			2,137
Pension settlement expense	1,716			4,600
Share-based compensation expense	4,233			3,668
Provision for losses on accounts receivable	627			1,032
Deferred income tax benefit	(2,559		)	(2,358		)
Gain on sale of property and equipment	(1,049		)	(249		)
Changes in operating assets and liabilities:
Receivables	(16,560		)	(34,888		)
Prepaid expenses	1,691			1,383
Other assets	385			(1,482		)
Income taxes	12,306			2,226
Accounts payable, accrued expenses, and other liabilities	8,316			30,019
NET CASH PROVIDED BY OPERATING ACTIVITIES	74,666			57,643
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(34,205		)	(15,570		)
Proceeds from sale of property and equipment	2,690			1,241
Purchases of short-term investments	(10,780		)	(2,967		)
Proceeds from sale of short-term investments	2,967			2,940
Business acquisitions, net of cash acquired	(5,219		)	(2,663		)
Capitalization of internally developed software	(4,099		)	(3,859		)
NET CASH USED IN INVESTING ACTIVITIES	(48,646		)	(20,878		)
FINANCING ACTIVITIES
Borrowings under credit facilities	70,000			—
Borrowings under accounts receivable securitization program	35,000			—
Payments on long-term debt	(84,555		)	(16,528		)
Net change in book overdrafts	(1,522		)	3,602
Net change in restricted cash	(1		)	517
Deferred financing costs	(824		)	(61		)
Payment of common stock dividends	(3,162		)	(1,635		)
Purchase of treasury stock	(5,982		)	—
Proceeds from the exercise of stock options	—			1,136
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	8,954			(12,969		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	34,974			23,796
Cash and cash equivalents at beginning of period	157,042			105,354
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	192,016		$	129,150
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	$	8,972		$	6,869
Equipment financed	$	12,670		$	22,842

See notes to consolidated financial statements.

7

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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

ABF Freight represented approximately 71% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, 2015. As of June 2015, approximately 79% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable contribution rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3, 2013 wage rate reduction and the August 1, 2013 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

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

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

Certain reclassifications have been made to the prior year’s consolidated balance sheet to conform to the current year presentation. Book overdrafts (which represent checks issued that are later funded when cleared through banks) previously reported in a separate line on the consolidated balance sheets titled “Bank overdraft and drafts payable” have been reclassified to “Accounts payable.” There was no impact on total current liabilities as a result of the reclassification.

8

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting pronouncement related to revenue recognition (FASB ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. In July 2015, the FASB announced its decision to defer the effective date of the new standard for one year, making the standard effective for the Company on January 1, 2018. The Company is evaluating the impact of the new standard on the consolidated financial statements.

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

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

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

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

9

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

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

	June 30		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	138,441	$	99,615
Variable rate demand notes(1)(2)	14,972		16,326
Money market funds(3)	38,603		41,101
	$	192,016	$	157,042
Short-term investments
Certificates of deposit(1)	$	53,836	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,387	$	1,386

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

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

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

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

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

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year.  However, certain cash deposits and certificates of deposit may exceed federally insured limits. Cash and cash equivalents totaling $75.9 million and $77.3 million were not FDIC insured at June 30, 2015 and December 31, 2014, respectively.

Fair Value Disclosure of Financial Instruments

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

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

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

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

10

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

	June 30				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	54,959		54,894		56,759		56,743
	$	159,959	$	159,894	$	126,759	$	126,743

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

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

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

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

Assets and Liabilities Measured at Fair Value on Recurring Basis

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

	June 30		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	38,603	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,091		2,968
	$	40,694	$	44,069
Liabilities:
Interest rate swap(4)	$	773	$	576

(1)Included in cash and cash equivalents.

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

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

(4)Included in other long-term liabilities. The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

11

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE C — GOODWILL AND INTANGIBLE ASSETS

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

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances at December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	4,180		—		—		3,476		—		704
Balances at June 30, 2015	$	81,258	$	71,096	$	5,352	$	3,476	$	630	$	704

(1)Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of June 30, 2015.

Intangible assets consisted of the following as of June 30, 2015 and December 31, 2014:

	Weighted
	Average	June 30, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)			(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	44,921	$	9,622	$	35,299	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		3,200		—		3,200		2,711		489
Other	8	1,032		183		849		1,032		105		927
	13	49,153		13,005		36,148		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,275	$	13,005	$	71,270	$	83,596	$	10,787	$	72,809

Amortization expense on intangible assets totaled $1.1 million and $2.2 million for the three and six months ended June 30, 2015, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2014, respectively. As of June 30, 2015, amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3.0 million and $4.0 million per year for the years ended December 31, 2015 through 2019.

NOTE D — INCOME TAXES

The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate for the three and six months ended June 30, 2015 was 39.3% and 38.8%, respectively. The effective tax rate for the three and six months ended June 30, 2014 was 37.1% and 34.8%, respectively. The tax rates for the first six months of 2015 and 2014 reflect a benefit of 0.6% and 0.8%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states. The tax rates for the three- and six-month periods ended June 30, 2014 also reflect a 2.4% and 3.8% benefit, respectively, from the reversal of the valuation allowance on foreign tax credit carryovers.

12

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

As of June 30, 2015, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at June 30, 2015 and concluded that, other than for certain deferred tax assets related to foreign net operating loss carryforwards, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies.

During the six months ended June 30, 2015, the Company paid state and foreign income taxes of $2.9 million. During the six months ended June 30, 2014, the Company paid federal, state, and foreign taxes of $6.0 million. During the six months ended June 30, 2015 and 2014, the Company received refunds of $0.1 million and $2.0 million, respectively, of federal and state income taxes that were paid in prior years, primarily from loss carryovers.

NOTE E — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

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

	June 30		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at June 30, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at June 30, 2015)	35,000		—
Notes payable (weighted average interest rate of 1.9% at June 30, 2015)	54,959		56,759
Capital lease obligations (weighted average interest rate of 5.8% at June 30, 2015)	886		971
	160,845		127,730
Less current portion	24,024		25,256
Long-term debt, less current portion	$	136,821	$	102,474

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

13

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Scheduled maturities of long-term debt obligations as of June 30, 2015 were as follows:

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	26,506	$	1,175	$	436	$	24,684	$	211
Due after one year through two years	25,901		1,685		692		23,308		216
Due after two years through three years	45,853		2,136		35,444		8,051		222
Due after three years through four years	2,896		2,469		—		198		229
Due after four years through five years	71,483		71,347		—		—		136
Total payments	172,639		78,812		36,572		56,241		1,014
Less amounts representing interest	11,794		8,812		1,572		1,282		128
Long-term debt	$	160,845	$	70,000	$	35,000	$	54,959	$	886

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

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

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

	June 30		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	98,841	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	255		255
Total assets securing notes payable or held under capital leases	100,890		90,640
Less accumulated depreciation and amortization(1)	33,533		26,305
Net assets securing notes payable or held under capital leases	$	67,357	$	64,335

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

Financing Arrangements

Credit Facility

On January 2, 2015, the Company and its lenders entered into an agreement to amend and restate the Company’s credit agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement refinanced the $70.0 million Term Loan, which was outstanding under the credit agreement at December 31, 2014, with a revolving credit facility (the “Credit Facility”). The Credit Facility has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows the Company to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity on January 2, 2020; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Amended and Restated Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Amended and Restated Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Amended and Restated Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s adjusted leverage ratio (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. The Company was in compliance with the covenants under the Amended and Restated Credit Agreement at June 30, 2015.

14

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility, the Company entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Effective January 2, 2015, the Company began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of June 30, 2015. The fair value of the interest rate swap of $0.8 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2015 and December 31, 2014, respectively. At June 30, 2015, the unrealized loss on the interest rate swap instrument was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity, and the change in the unrealized loss on the interest rate swap for the three and six months ended June 30, 2015 was reported in other comprehensive loss, net of tax, in the consolidated statement of comprehensive income. The interest rate swap is subject to certain customary provisions that could allow the counterparty to request immediate payment of the fair value liability upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at June 30, 2015.

Accounts Receivable Securitization Program

On January 2, 2015, the Company entered into an amendment to extend the maturity date of its accounts receivable securitization program with PNC Bank until January 2, 2018.  On February 1, 2015, the Company amended and restated the accounts receivable securitization program to increase the amount of cash proceeds provided under the facility from $75.0 million to $100.0 million, with an accordion feature allowing the Company to request additional borrowings up to $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of June 30, 2015, $35.0 million was borrowed under the accounts receivable securitization program. The Company was in compliance with the covenants under the accounts receivable securitization program as of June 30, 2015.

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, 2015, standby letters of credit of $20.4 million have been issued under the program, which reduced the available borrowing capacity to $44.6 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2015, the Company had letters of credit outstanding of $22.3 million (including $20.4 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2015, surety bonds outstanding related to the self-insurance program totaled $45.0 million.

Notes Payable and Capital Leases

ABF Freight has financed the purchase of certain revenue equipment through promissory note arrangements, including $12.7 million of revenue equipment during the three and six months ended June 30, 2015. The Company has financed revenue equipment, real estate, and certain other equipment through capital lease agreements, but did not enter into such agreements in the six months ended June 30, 2015.

15

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

ABF Freight financed the purchase of an additional $17.2 million of revenue equipment through promissory note arrangements during July 2015.

NOTE F — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

	Three Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	102		$	70
Interest cost	1,223			1,522			30		49		229			197
Expected return on plan assets	(2,359		)	(2,605		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(48		)	(48		)
Pension settlement expense	597			909			—		—		—			—
Amortization of net actuarial loss	815			636			40		57		213			23
Net periodic benefit cost	$	276		$	462		$	70	$	106	$	496		$	242

	Six Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	203		$	140
Interest cost	2,543			3,242			61		98		457			394
Expected return on plan assets	(4,761		)	(5,436		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(95		)	(95		)
Pension settlement expense	1,716			4,600			—		—		—			—
Amortization of net actuarial loss	1,636			1,134			80		113		426			46
Net periodic benefit cost	$	1,134		$	3,540		$	141	$	211	$	991		$	485

Nonunion Defined Benefit Pension Plan

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

In consideration of the freeze of the accrual of benefits, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. The Company recognized pension settlement expense as a component of net periodic benefit cost for the three and six months ended June 30, 2014 of $0.9 million (pre-tax), or $0.6 million (after-tax), and $4.6 million (pre-tax), or $2.8 million (after-tax), respectively, related to the $25.4 million nonparticipating annuity contract purchased in first quarter 2014 and to lump-sum distributions which amounted to $8.4 million and $22.5 million for the three and six months ended June 30, 2014, respectively.

16

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The Company recognized total settlement expense as a component of net periodic benefit cost for the three and six months ended June 30, 2015 of $0.6 million (pre-tax), or $0.4 million (after-tax), and $1.7 million (pre-tax), or $1.0 million (after-tax), respectively, related to lump-sum distributions which amounted to $4.8 million and $12.4 million for the three and six months ended June 30, 2015, respectively. Upon recognition of pension settlement expense, a corresponding reduction in the unrecognized net actuarial loss of the plan is recorded. The remaining pre-tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2015.

The following table discloses the changes in the projected benefit obligation (the “PBO”) and plan assets of the nonunion defined benefit pension plan for the six months ended June 30, 2015:

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	2,543
Actuarial gain(1)	(1,971		)
Benefits paid	(12,562		)
Projected benefit obligation at June 30, 2015	162,420
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,687
Employer contributions	50
Benefits paid	(12,562		)
Fair value of plan assets at June 30, 2015	149,440
Funded status at June 30, 2015(2)	$	(12,980	)
Accumulated benefit obligation	$	162,420

(1)Actuarial (gain)/loss from remeasurement upon settlements was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rates used to remeasure the PBO upon settlement were 3.5%, 3.0%, and 3.2% at the June 30, 2015, March 31, 2015, and December 31, 2014 measurement dates, respectively.

(2)Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at June 30, 2015.

Based upon currently available actuarial information, the Company does not have a required minimum contribution to its nonunion defined benefit pension plan for 2015. The plan has a revised adjusted funding target attainment percentage (“AFTAP”) of 108.5% as of the January 1, 2015 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes.

Multiemployer Plans

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

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the

17

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Multiemployer Pension Reform Act of 2014 (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty Corporation for the suspension of certain benefits. Any actions taken by trustees of multiemployer pension plans under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under the ABF NMFA. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees.

Approximately one half of ABF Freight’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 48.4% as of January 1, 2014. ABF Freight received an Actuarial Status Certification for the Central States Pension Plan dated March 31, 2015, in which the plan’s actuary certified that, as of January 1, 2015, the plan was in critical and declining status, as defined by the Reform Act. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime in the current plan year or during the next 14 plan years, or if the plan is projected to become insolvent within the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%.

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

NOTE G — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

	June 30			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(25,480	)	$	(30,140	)
Interest rate swap	(773		)	(576		)
Foreign currency translation	(1,540		)	(1,216		)
	$	(27,793	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(19,540	)	$	(22,387	)
Interest rate swap	(470		)	(350		)
Foreign currency translation	(940		)	(742		)
	$	(20,950	)	$	(23,479	)

18

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2015 and 2014:

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive income (loss) before reclassifications	230			548			(120		)	(198		)
Amounts reclassified from accumulated other comprehensive loss	2,299			2,299			—			—
Net current-period other comprehensive income (loss)	2,529			2,847			(120		)	(198		)
Balances at June 30, 2015	$	(20,950	)	$	(19,540	)	$	(470	)	$	(940	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive income (loss) before reclassifications	(5,413		)	(5,477		)	—			64
Amounts reclassified from accumulated other comprehensive loss	3,542			3,542			—			—
Net current-period other comprehensive income (loss)	(1,871		)	(1,935		)	—			64
Balances at June 30, 2014	$	(16,783	)	$	(16,321	)	$	—		$	(462	)

The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the six months ended June 30:

	Six Months Ended June 30
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1)(2)
Amortization of net actuarial loss	$	(2,142	)	$	(1,293	)
Amortization of prior service credit	95			95
Pension settlement expense	(1,716		)	(4,600		)
Total, pre-tax	(3,763		)	(5,798		)
Tax benefit	1,464			2,256
Total, net of tax	$	(2,299	)	$	(3,542	)

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

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

Dividends on Common Stock

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

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819
Second quarter	$	0.06	$	1,578	$	0.03	$	816

19

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

On July 28, 2015, the Company’s Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of August 11, 2015.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. As of December 31, 2014, the Company had purchased 1,618,150 shares for an aggregate cost of $56.8 million. During the six months ended June 30, 2015, the Company purchased 163,233 shares of its common stock for an aggregate cost of $6.0 million, leaving $12.2 million available for repurchase under the current buyback program.

NOTE H — SHARE-BASED COMPENSATION

Stock Awards

As of June 30, 2015, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan, as amended, provides for the granting of 3.1 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights, restricted stock, or restricted stock units (“RSUs”).

Restricted Stock Units

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

	Units
Outstanding — January 1, 2015	1,368,880
Granted	261,460
Vested	(78,750	)
Forfeited	(8,560	)
Outstanding — June 30, 2015	1,543,030

The RSUs granted during the period had a weighted-average grant date fair value of $35.65 per share.

20

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE I — 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
	2015			2014			2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(207		)	(848		)	(231		)	(602		)
Adjusted net income	$	19,760		$	16,360		$	20,481		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Earnings per common share	$	0.76		$	0.63		$	0.79		$	0.44
Diluted
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(203		)	(848		)	(227		)	(602		)
Adjusted net income	$	19,764		$	16,360		$	20,485		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Effect of dilutive securities	571,577			—			556,240			676
Adjusted weighted-average shares and assumed conversions	26,593,451			26,005,105			26,592,615			25,942,046
Earnings per common share	$	0.74		$	0.63		$	0.77		$	0.44

Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested RSUs that receive dividends, which are considered participating securities. Beginning with 2015 grants, the RSU agreements were modified to remove dividend rights and, therefore, the RSUs granted in 2015 are not participating securities. For the three and six months ended June 30, 2015, outstanding stock awards of 0.2 million were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share. For the three and six months ended June 30, 2014, outstanding stock awards of 0.7 million and 0.8 million, respectively, were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share.

NOTE J — OPERATING SEGMENT DATA

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

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

21

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The Company’s reportable operating segments are as follows:

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

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

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

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

·Emergency & Preventative Maintenance (FleetNet) includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the ABF Freight and Panther segments.

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

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

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

22

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

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

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

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

23

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following tables reflect reportable operating segment information for the three and six months ended June 30:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	504,371		$	492,857		$	945,578		$	921,728
Premium Logistics (Panther)	80,271			81,425			155,563			153,651
Emergency & Preventative Maintenance (FleetNet)	42,015			38,307			84,504			80,006
Transportation Management (ABF Logistics)	50,419			35,493			97,791			65,210
Household Goods Moving Services (ABF Moving)	32,225			22,855			50,793			37,605
Other and eliminations	(13,186		)	(12,291		)	(24,838		)	(21,650		)
Total consolidated revenues	$	696,115		$	658,646		$	1,309,391		$	1,236,550
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	301,639		$	279,372		$	580,010		$	540,527
Fuel, supplies, and expenses	79,647			93,277			158,673			184,067
Operating taxes and licenses	12,322			11,770			24,318			23,263
Insurance	6,267			5,966			12,052			11,361
Communications and utilities	3,766			3,731			7,751			7,973
Depreciation and amortization	18,286			16,841			35,686			33,178
Rents and purchased transportation	52,380			55,549			94,224			102,969
Gain on sale of property and equipment	(594		)	(40		)	(838		)	(243		)
Pension settlement expense(1)	448			708			1,288			3,598
Other	2,118			2,848			4,279			4,382
Total Freight Transportation (ABF Freight)	476,279			470,022			917,443			911,075
Premium Logistics (Panther)
Purchased transportation	58,510			60,185			114,554			114,759
Depreciation and amortization(2)	2,939			2,838			5,863			5,574
Salaries, benefits, insurance, and other	13,984			14,044			29,113			25,596
Total Premium Logistics (Panther)	75,433			77,067			149,530			145,929
Emergency & Preventative Maintenance (FleetNet)	40,998			37,607			82,317			77,905
Transportation Management (ABF Logistics)	48,611			34,639			95,208			63,821
Household Goods Moving Services (ABF Moving)	30,228			22,232			49,159			37,823
Other and eliminations(1)	(8,900		)	(9,873		)	(19,012		)	(18,253		)
Total consolidated operating expenses	$	662,649		$	631,694		$	1,274,645		$	1,218,300

(1)Pension settlement expense totaled $0.6 million (pre-tax) and $0.9 million (pre-tax) on a consolidated basis for the three months ended June 30, 2015 and 2014, respectively, of which $0.4 million and $0.7 million was reported by ABF Freight, $0.1 million and $0.2 million was reported in Other and eliminations, and less than $0.1 million was reported by the asset-light logistics operating segments, for the respective periods. Pension settlement expense totaled $1.7 million (pre-tax) and $4.6 million (pre-tax) on a consolidated basis for the six months ended June 30, 2015 and 2014, respectively, of which $1.3 million and $3.6 million was reported by ABF Freight, $0.3 million and $0.9 million was reported in Other and eliminations, and $0.1 million was reported by the asset-light logistics operating segments, for the respective periods.

(2)Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software associated with the June 15, 2012 acquisition of Panther.

24

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
OPERATING INCOME
Freight Transportation (ABF Freight)	$	28,092		$	22,835		$	28,135		$	10,653
Premium Logistics (Panther)	4,838			4,358			6,033			7,722
Emergency & Preventative Maintenance (FleetNet)	1,017			700			2,187			2,101
Transportation Management (ABF Logistics)	1,808			854			2,583			1,389
Household Goods Moving Services (ABF Moving)	1,997			623			1,634			(218		)
Other and eliminations	(4,286		)	(2,418		)	(5,826		)	(3,397		)
Total consolidated operating income	$	33,466		$	26,952		$	34,746		$	18,250
OTHER INCOME (COSTS)
Interest and dividend income	$	271		$	194		$	505		$	384
Interest and other related financing costs	(1,025		)	(725		)	(2,027		)	(1,533		)
Other, net	197			950			597			1,315
Total other income (costs)	(557		)	419			(925		)	166
INCOME BEFORE INCOME TAXES	$	32,909		$	27,371		$	33,821		$	18,416

The following table presents operating expenses by category on a consolidated basis for the three and six months ended June 30:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2015		2014		2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	332,510	$	305,977	$	639,426	$	592,778
Rents, purchased transportation, and other costs of services	200,619		184,179		378,585		348,305
Fuel, supplies, and expenses	78,127		91,291		154,029		180,064
Depreciation and amortization	22,616		21,224		44,848		41,677
Other	28,777		29,023		57,757		55,476
	$	662,649	$	631,694	$	1,274,645	$	1,218,300

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

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

Environmental Matters

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

25

ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

Certain ABF Freight branch facilities operate with storm water permits under the federal Clean Water Act (the “CWA”). The storm water permits require periodic monitoring and reporting of storm water sampling results and establish maximum levels of certain contaminants that may be contained in such samples. ABF Freight received, in late March 2014, a sixty-day Notice of Intent to Sue under the provisions of the CWA from a citizens group alleging multiple violations since 2009 by ABF Freight of the requirements of a storm water permit in force at the ABF Freight branch located in Kent, Washington. On July 6, 2014, the citizens group filed suit against ABF Freight in the United States District Court in Seattle, Washington seeking to collect fines and obtain injunctive relief for the alleged violations. ABF Freight intends to vigorously defend against the claims in this matter. Due to the nature of the materials in the runoff samples taken at the site by Company representatives, it is unlikely that this matter will result in any requirement for remediation of contaminants. The litigation is in the early stages and it is not possible to determine the likelihood of loss or the amount of any penalties which might be assessed against ABF Freight. Therefore, no liability has been established at June 30, 2015 in connection with this matter.

ABF Freight received a similar Notice of Intent to Sue from another citizens group in December 2014 alleging CWA violations at its Brooklyn, New York branch. During the investigation of the allegations contained in the Notice of Intent to Sue, it was determined that the operations at the Brooklyn site were being conducted in a manner protected from storm water and, as a result, the site qualified for exemption from the permitting requirements of the Clean Water Act under a procedure known as “no exposure certification” (“NEC”). In December 2014, ABF Freight made an NEC filing with the New York State Department of Environmental Conservation covering the Brooklyn facility. During first quarter 2015, the citizens group filed suit against ABF Freight in the United States District Court for the Eastern District of New York asserting the violations of the CWA that were identified in the Notice of Intent to Sue and contesting the validity of the NEC filing. The lawsuit is in the early stages and it is not possible to assess potential damages or make an assessment of the probability of future losses at this time. Therefore, no liability has been established at June 30, 2015 in connection with this matter.

At June 30, 2015 and December 31, 2014, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.8 million. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Legal Proceedings

Trademark Infringement

On December 23, 2014, Jaguar Land Rover Limited filed suit against Panther in the Northern District of Ohio under various causes of action, collectively falling under a trademark infringement claim. Panther believes the claim is without merit and will vigorously defend itself against this claim. The litigation process is in the early stages; therefore, it is not possible to determine the likelihood of loss or the amount of any damages that could be assessed against Panther in this matter. Therefore, no liability has been established in connection with this matter as of June 30, 2015.

26

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

General

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

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

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

Results of Operations

Consolidated Results

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	504,371		$	492,857		$	945,578		$	921,728
Premium Logistics (Panther)	80,271			81,425			155,563			153,651
Emergency & Preventative Maintenance (FleetNet)	42,015			38,307			84,504			80,006
Transportation Management (ABF Logistics)	50,419			35,493			97,791			65,210
Household Goods Moving Services (ABF Moving)	32,225			22,855			50,793			37,605
Other and eliminations	(13,186		)	(12,291		)	(24,838		)	(21,650		)
Total consolidated revenues	$	696,115		$	658,646		$	1,309,391		$	1,236,550
OPERATING INCOME
Freight Transportation (ABF Freight)	$	28,092		$	22,835		$	28,135		$	10,653
Premium Logistics (Panther)	4,838			4,358			6,033			7,722
Emergency & Preventative Maintenance (FleetNet)	1,017			700			2,187			2,101
Transportation Management (ABF Logistics)	1,808			854			2,583			1,389
Household Goods Moving Services (ABF Moving)	1,997			623			1,634			(218		)
Other and eliminations	(4,286		)	(2,418		)	(5,826		)	(3,397		)
Total consolidated operating income	$	33,466		$	26,952		$	34,746		$	18,250
NET INCOME	$	19,967		$	17,208		$	20,712		$	12,015
DILUTED EARNINGS PER SHARE	$	0.74		$	0.63		$	0.77		$	0.44

27

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

Our consolidated revenues for the three and six months ended June 30, 2015 increased 5.7% and 5.9%, respectively, compared to the same prior-year periods. On a combined basis, revenues of our asset-light logistics operating segments grew 15.1% and 15.5% for the three and six months ended June 30, 2015, respectively, above the same periods of 2014 on increased business volumes due, in part, to more comprehensive customer services being offered across our consolidated enterprise and to the revenues resulting from the January 2015 acquisition of Smart Lines Transportation Group, LLC. Total asset-light logistics operating segments generated approximately 29% of total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2015. ABF Freight (asset-based business) revenues increased 2.3% and 3.0% on a per day basis in the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014, due to tonnage growth and improved yield, as measured by billed revenue per hundredweight, despite the impact of lower fuel surcharges associated with decreased fuel prices.

Our consolidated operating results for the three and six months ended June 30, 2015 were significantly improved versus the comparable prior-year periods, influenced by higher revenues and improved margins. The consolidated operating income, net income, and per share amounts for the three and six months ended June 30, 2015 and 2014 primarily reflect the operating results of ABF Freight which are discussed in further detail within the ABF Freight sections of Results of Operations.

Consolidated operating results were also impacted by an increase in healthcare claims costs for the three and six months ended June 30 2015, compared to the same prior-year periods. Consolidated nonunion healthcare costs increased $2.6 million and $5.4 million for the three and six months ended June 30, 2015, respectively, over the same periods of 2014 due to an increase in severity of claims. These costs were partially offset by a decrease in other nonunion benefit costs including lower pension settlement charges related to our nonunion defined benefit pension plan.

Consolidated pension settlement expense was $0.6 million and $1.7 million (pre-tax), or $0.4 million and $1.0 million (after-tax) and $0.01 and $0.04 per share, for the three and six months ended June 30, 2015, respectively, compared to $0.9 million and $4.6 million (pre-tax), or $0.6 million and $2.8 million (after-tax) and $0.02 and $0.11 per share, for the same respective prior-year periods. We expect to continue to recognize pension settlement expense related to the nonunion defined benefit pension plan estimated to approximate $1.0 million per quarter; however, the amount of quarterly pension settlement expense will fluctuate based on the amount of lump-sum benefit distributions paid to participants, actual returns on plan assets, and changes in the discount rate used to remeasure the projected benefit obligation of the plan upon settlement.

For the three and six months ended June 30, 2015, the “Other and eliminations” line of operating income includes additional investments in enterprise customer solutions to provide an improved platform for revenue growth and to enhance our ability to offer our comprehensive transportation and logistics services across multiple operating segments. This initiative involves developing and implementing integrated solutions for shippers with wide-ranging transportation needs and facilitating access to our services through a single point of contact. We estimate that quarterly costs associated with this initiative and the related impact on the “Other and eliminations” costs in the second half of 2015 will be comparable to the second quarter level.

In addition to the above items, the comparisons of consolidated net income and earnings per share for the three and six months ended June 30, 2015, versus the same periods of 2014, were impacted by lower income from changes in the cash surrender value of life insurance policies and higher effective tax rates in the 2015 periods. A portion of our cash surrender value of 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 and proceeds from life insurance policies were lower by $0.03 per share in the three- and six-month periods ended June 30, 2015, compared to the same periods of 2014. Our effective tax rate was 39.3% and 38.8% for the three and six months ended June 30, 2015, respectively, and 37.1% and 34.8% for the three and six months ended June 30, 2014, respectively, as further described in the Income Taxes section of MD&A.

28

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

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2015		2014		2015		2014
	(in thousands)
CONSOLIDATED ADJUSTED EBITDA
Net income	$	19,967	$	17,208	$	20,712	$	12,015
Interest and other related financing costs	1,025		725		2,027		1,533
Income tax provision	12,942		10,163		13,109		6,401
Depreciation and amortization	22,617		21,225		44,848		41,677
Amortization of share-based compensation	2,586		2,100		4,233		3,668
Amortization of net actuarial losses of benefit plans and pension settlement expense	1,665		1,625		3,858		5,893
Adjusted EBITDA	$	60,802	$	53,046	$	88,787	$	71,187

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

Freight Transportation (ABF Freight) Operating Segment Overview

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

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

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

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

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

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

ABF Freight represented approximately 71% of our total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2015. As of June 2015, approximately 79% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable contribution rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA in 2013. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

29

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

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

Tonnage

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

Pricing

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

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

Fuel

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

During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Fuel prices have fluctuated significantly in recent years. Whether fuel prices fluctuate or remain constant, ABF Freight’s operating income may be adversely affected if competitive pressures limit its ability to recover fuel surcharges. Throughout the first six months of 2015, the fuel surcharge mechanism generally continued to have market acceptance among ABF Freight customers; however, certain nonstandard pricing arrangements have limited the amount of fuel surcharge recovered. The negative impact on operating margins of capped fuel surcharge revenue during periods of increasing fuel costs is more evident as fuel prices remain above the maximum levels recovered through the fuel surcharge mechanism on certain accounts.

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

In periods of declining fuel prices, which we have experienced since third quarter 2014, ABF Freight’s fuel surcharge percentages also decrease, which negatively impacts the total billed revenue per hundredweight measure and, consequently, revenues, and the revenue decline may be disproportionate to our fuel costs. To better align fuel surcharges to fuel- and energy-related expenses and provide more stability to account profitability as fuel prices change, ABF Freight revised its standard fuel surcharge program effective February 4, 2015. The modified fuel surcharge scale, which was changed to increase the fuel surcharge rate at lower fuel prices, impacts approximately 40% of ABF Freight’s shipments and primarily affects noncontractual customers. Despite the revision to the fuel surcharge program and the transition of certain nonstandard pricing arrangements to base LTL freight rates in recent years, ABF Freight’s year-over-year revenue comparisons for the three and six months ended June 30, 2015 were negatively impacted by lower fuel surcharge revenue due to a decline in the nominal fuel surcharge rate, while total fuel costs were also lower. ABF Freight’s operating results will continue to be impacted by further changes in fuel prices and the related fuel surcharges.

Labor Costs

ABF Freight is generally effective in managing its costs to business levels. Labor costs, including retirement and healthcare benefits for ABF Freight’s contractual employees that are provided by a number of multiemployer plans (see Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q), are impacted by contractual obligations under ABF Freight’s labor agreement primarily with the IBT and other related supplemental agreements. ABF Freight’s ability to effectively manage labor costs has a direct impact on its operating performance. These costs, which are reported in ABF Freight’s operating expenses as salaries, wages, and benefits, amounted to 59.8% and 61.3% of ABF Freight’s revenue for the three and six months ended June 30, 2015, respectively, compared to 56.7% and 58.6% for the same respective periods of 2014. The year-over-year increases as a percentage of revenue were influenced by the effect of lower fuel surcharges on ABF Freight’s revenues for the three and six months ended June 30, 2015. Labor costs are discussed further in the ABF Freight Operating Segment Results section of Results of Operations.

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

The Multiemployer Pension Reform Act of 2014 (the “Reform Act”), which was included in the Consolidated and Further Continuing Appropriations Act of 2015 that was signed into law on December 16, 2014, includes new provisions to address the funding of multiemployer pension plans in critical and declining status, including certain of those in which ABF Freight participates. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty Corporation for the suspension of certain benefits. Any actions taken by multiemployer pension plan trustees under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under its current contract with the IBT, and we cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees. However, management believes the Reform Act is a constructive step in addressing the complex funding issue facing multiemployer pension plans and their contributing employers.

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

ABF Freight Operating Segment Results

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2015		2014		2015		2014
ABF Freight Operating Expenses
Salaries, wages, and benefits	59.8	%	56.7	%	61.3	%	58.6	%
Fuel, supplies, and expenses	15.8		18.9		16.8		20.0
Operating taxes and licenses	2.4		2.4		2.6		2.5
Insurance	1.2		1.2		1.3		1.2
Communications and utilities	0.8		0.8		0.8		0.9
Depreciation and amortization	3.6		3.4		3.8		3.6
Rents and purchased transportation	10.4		11.3		10.0		11.2
Gain on sale of property and equipment	(0.1	)	—		(0.1	)	—
Pension settlement expense	0.1		0.1		0.1		0.4
Other	0.4		0.6		0.4		0.4
	94.4	%	95.4	%	97.0	%	98.8	%
ABF Freight Operating Income	5.6	%	4.6	%	3.0	%	1.2	%

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

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015		2014		% Change		2015		2014		% Change
Workdays	63.5		63.5				126.0		126.5
Billed revenue(1)per hundredweight, including fuel surcharges	$	29.04	$	28.91	0.4	%	$	28.57	$	28.01	2.0	%
Pounds	1,748,660,035		1,715,783,493		1.9	%	3,327,322,321		3,315,406,471		0.4	%
Pounds per day	27,537,953		27,020,212		1.9	%	26,407,320		26,208,747		0.8	%
Shipments per day	20,765		19,869		4.5	%	19,900		18,933		5.1	%
Shipments per DSY(2) hour	0.458		0.460		(0.4	)%	0.455		0.456		(0.2	)%
Pounds per DSY(2) hour	606.96		625.24		(2.9	)%	603.31		631.00		(4.4	)%
Pounds per shipment	1,326		1,360		(2.5	)%	1,327		1,384		(4.1	)%
Pounds per mile(3)	19.94		20.38		(2.2	)%	19.80		20.60		(3.9	)%

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

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

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

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

ABF Freight Revenues

ABF’s revenues for the three and six months ended June 30, 2015 totaled $504.4 million and $945.6 million, respectively, compared to $492.9 million and $921.7 million for the same respective periods for 2014. On a per-day basis, ABF Freight’s billed revenue (as described in footnote (1) to the key operating statistics table above) increased 2.4% and 2.8% for the three and six months ended June 30, 2015, respectively, compared to the same prior-year periods, reflecting increases in tonnage per day of 1.9% and 0.8% and increases in total billed revenue per hundredweight of 0.4% and 2.0%, respectively. The increase in total billed revenue per hundredweight occurred despite lower fuel surcharge revenues associated with decreased fuel prices.

The increases in tonnage per day compared to the same prior-year periods reflect growth in LTL-rated shipments partially offset by a reduction in spot truckload-rated business as ABF Freight focused on service to its LTL customer base. In order to maintain consistent service levels to new and existing LTL customers, ABF Freight’s labor and equipment resources were strategically directed to a more favorable business mix, which resulted in fewer spot volume shipments during the 2015 periods. The shift to a higher proportion of LTL business in the three- and six-month periods ended June 30, 2015 versus the same periods of 2014 resulted in decreases in average weight per shipment of 2.5% and 4.1%, respectively. Tonnage levels for the six months ended June 30, 2015 were also affected by severe winter weather in the first quarter that disrupted operations and decreased shipments; however, the weather-related disruptions in 2015 were not as severe as those experienced during first quarter 2014.

Effective November 3, 2014 and March 24, 2014, ABF Freight implemented nominal general rate increases on its LTL base rate tariffs of 5.4%, although the amounts vary by lane and shipment characteristics. For the three- and six-month periods ended June 30, 2015, prices on accounts subject to annually negotiated contracts which were renewed during the period increased 4.6% and 4.9%, respectively, compared to the same prior-year period.

The increases in total billed revenue per hundredweight for the three and six months ended June 30, 2015, compared to the same periods of 2014, reflect changes in business mix, with a higher proportion of LTL-rated business which is generally rated higher than truckload-rated business, combined with stronger pricing on truckload-rated shipments in the 2015 periods. The year-over-year increases in the billed revenue per hundredweight measure were influenced by the 2014 general rate increases and improvements in contractual and deferred pricing, offset, in part, by lower fuel surcharge revenue as discussed further in the Fuel section of the ABF Freight Segment Overview. The second quarter 2015 average nominal fuel surcharge rate dropped approximately 670 basis points from the second quarter 2014 level. The billed revenue per hundredweight measures for the 2015 periods were also favorably impacted by profile changes, including higher class, compared to the same prior-year periods. Excluding changes in fuel surcharges and freight profile, average pricing on ABF Freight’s traditional LTL business experienced low-single digit percentage increases for the three and six months ended June 30, 2015, compared to the same periods of 2014.

ABF Freight Revenues — July 2015

ABF Freight’s revenues for the month of July 2015 were approximately 1% lower than July 2014 on a per-day basis, reflecting a 1% to 2% decline in average daily total tonnage, partially offset by a slight increase in billed revenue per hundredweight, which includes the effect of lower fuel surcharges. The July 2015 decline in tonnage reflects comparison to strong tonnage growth experienced in the 2014 period and the continued strategic shift to a more favorable business mix which resulted in fewer spot volume shipments during the 2015 period. The July 2015 increase in revenue per hundredweight was positively impacted by business mix and improved pricing in the 2015 period. Total billed revenue per hundredweight for July 2015 increased less than 1% above June 2015 and approximately 2% above second quarter 2015, while the impact of lower fuel surcharges remained consistent between the periods. There can be no assurances that the current price improvement trend will continue. The competitive environment could limit ABF Freight from securing adequate increases in base LTL freight rates and could limit the amount of fuel surcharge revenue recovered.

ABF Freight Operating Income

ABF Freight generated operating income of $28.1 million during each of the three- and six-month periods ended June 30, 2015, compared to operating income of $22.8 million and $10.7 million for the same respective periods of 2014. ABF Freight’s operating ratio for the three- and six- month periods ended June 30, 2015 improved by 1.0 percentage point and 1.8 percentage points, respectively, due primarily to increased revenues and, for the six-month period, less of an impact

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

of severe winter weather on ABF Freight’s first quarter operations in 2015 than in 2014. ABF Freight’s operating results were positively impacted by more efficient management of purchased transportation and equipment rentals. Pension settlement expense, which is related to the nonunion defined benefit pension plan, declined $0.3 million and $2.3 million during the three and six months ended June 30, 2015, respectively, compared to the same prior-year periods and also contributed to ABF Freight’s improved operating results. However, ABF Freight experienced increases in nonunion healthcare costs and workers’ compensation expense during the 2015 periods as further described in the following paragraphs. ABF Freight’s ability to further improve its operating ratio is impacted by: managing its cost structure (as discussed in Labor Costs of the ABF Freight Overview section), securing price increases to cover contractual wage and benefit rate increases, costs of maintaining customer service levels, and other inflationary increases in cost elements. ABF’s operating ratio was impacted by changes in operating expenses as discussed in the following paragraphs.

ABF Freight Operating Expenses

Labor costs, which are reported in operating expenses and costs of the ABF Freight operating segment as salaries, wages, and benefits, amounted to 59.8% and 61.3% of ABF Freight’s revenue for the three- and six-month periods ended June 30, 2015, respectively, compared to 56.7% and 58.6% for the same respective periods of 2014. Salaries, wages, and benefits costs increased $22.3 million and $39.5 million for the three and six months ended June 30, 2015, respectively, compared to the same prior-year periods. The increase as a percentage of revenue was influenced by the effect on ABF Freight’s revenues of lower fuel surcharges associated with a decline in the nominal fuel surcharge rate due to decreased fuel prices. The increase in labor costs reflects increased utilization in the 2015 periods of ABF Freight road drivers, which were at higher wage and benefit rates due to annual contractual rate increases, versus purchased transportation, for which expenses declined compared to the prior year periods. Under the ABF NMFA, the contractual wage rate increased 2.0% effective July 1, 2014 and July 1, 2015, and, including the effect of the multiemployer pension plan rate freezes previously discussed in the ABF Freight Operating Segment Overview section of Results of Operations, the health, welfare, and pension benefit rate increased an average of approximately 3.3% effective primarily on August 1, 2014 and is expected to increase an average of 3.7% primarily on August 1, 2015. The increase in salaries, wages and benefits as a percentage of revenues reflects a 0.1% increase related to nonunion healthcare costs for the three- and six-month periods ended June 30, 2015, due to unfavorable claims experience, compared to the same prior-year periods. Higher frequency and severity of new workers’ compensation claims also negatively impacted salaries, wages, and benefits as a percentage of revenues by 0.2% in the three-month period and were comparable for the six-month period ended June 30, 2015, versus the same prior-year periods.

Although ABF Freight manages costs with business levels, portions of salaries, wages, and benefits are fixed in nature and the adjustments which would otherwise be necessary to align the labor cost structure throughout the ABF Freight system to corresponding tonnage levels are limited as ABF Freight strives to maintain customer service. Returning productivity to historical levels is an important priority for the management team at ABF Freight in order to reduce costs. Shipments per DSY hour for the three and six months ended June 30, 2015 were slightly lower than the same prior-year periods and reflect improvement in dock handling productivity offset by reduced efficiency in the street operations as ABF Freight focused on improving customer service. ABF Freight believes that this service emphasis is resulting in improved yields and business levels. Lower weight per shipment in the 2015 periods, reflecting a shift in business mix to a higher proportion of LTL-rated shipments than truckload-rated shipments, also contributed to lower pounds per DSY hour and decreases in pounds per mile compared to the same prior-year periods.

Fuel, supplies, and expenses as a percentage of revenue decreased 3.1% and 3.2% for the three and six months ended June 30, 2015, compared to the same periods of 2014, primarily due to a 38% decrease in ABF Freight’s average fuel price per gallon (excluding taxes).

Rents and purchased transportation as a percentage of revenue decreased 0.9% and 1.2% for the three and six months ended June 30, 2015, compared to the same prior-year periods. The decrease was primarily attributable to lower utilization of other service providers and agents and lower fuel surcharges associated with purchased transportation services. Purchase transportation miles were down 9% for the second quarter and 28% for the six month period ended June 30, 2015 compared to the same periods of 2014 due to increased utilization of ABF Freight road drivers, as previously discussed. Rental expense for revenue equipment also decreased for the three and six months ended June 30, 2015, compared to the same prior-year periods, reflecting improved equipment management and tractor and trailer purchases made during 2014 and the second quarter of 2015.

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

Asset-Light Logistics Reportable Operating Segments

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

For the three and six months ended June 30, 2015, the combined revenues of our asset-light logistics operating segments totaled $204.9 million and $388.7 million, respectively, accounting for approximately 29% of total revenues before other revenues and intercompany eliminations, compared to combined revenues of $178.1 million and $336.5 million, or approximately 27% of total revenues before other revenues and intercompany eliminations, for the same respective periods of 2014.

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

Premium Logistics (Panther)

Panther’s revenues totaled $80.3 million and $155.6 million for the three and six months ended June 30, 2015, respectively, compared to $81.4 million and $153.7 million for the same periods in 2014. For second quarter 2015, Panther’s revenues reflect increases in shipment levels which were more than offset by lower revenue per shipment, primarily due to increased truckload capacity in the market and changes in account mix which resulted in an average shorter length of haul. For the six-month period ended June 30, 2015, business from new customers more than offset the impact of changes in account mix, resulting in a revenue increase of 1.2% compared to the same period of 2014. Seasonal shutdowns of customers’ plants during July affect shipments for automotive and manufacturing customers, and as a result Panther’s shipment levels compared to the strong demand-driven prior year are lower during early third quarter 2015.

Panther generated operating income of $4.8 million and $6.0 million for the three and six months ended June 30, 2015, respectively, compared to $4.4 million and $7.7 million in the same prior-year periods. Operating income improvement for second quarter 2015 primarily reflects improved shipment gross profit margins. The operating income decline for the six-month period ended June 30, 2015 is primarily a result of unfavorable healthcare and casualty claims, which increased operating expense by a combined $2.0 million over the same period of 2014.

Emergency & Preventative Maintenance (FleetNet)

FleetNet’s revenues totaled $42.0 million and $84.5 million for the three and six months ended June 30, 2015, respectively, compared to $38.3 million and $80.0 million for the same prior-year periods. The 9.7% and 5.6% revenue growth for the three and six months ended June 30, 2015, respectively, was driven primarily by an increase in service events from new and existing customers and improved pricing.

FleetNet’s operating income improved to $1.0 million and $2.2 million for the three and six months ended June 30, 2015, respectively, from $0.7 million and $2.1 million in the same prior-year periods. The operating income improvement for the 2015 periods is due primarily to improved labor efficiencies and lower bad debt expense in second quarter 2015, compared to second quarter 2014 when FleetNet incurred a write-off of receivables associated with a customer bankruptcy. The impact of these items on operating income improvement in 2015 was offset, in part, by increases in healthcare costs of $0.2 million and $0.6 million for the three and six months ended June 30, 2015, respectively, versus the comparable prior year periods.

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

Transportation Management (ABF Logistics)

ABF Logistics reported revenues of $50.4 million and $97.8 million for the three and six months ended June 30, 2015, respectively, compared to $35.5 million and $65.2 million for the same prior-year periods. The 42.1% and 50.0% increases in revenues during the three and six months ended June 30, 2015, respectively, primarily reflect increased truck brokerage business generated from an expanded customer base. The 2015 periods also benefited from revenues contributed by the January 2015 acquisition of Smart Lines Transportation Group, LLC. For the three and six months ended June 30, 2015, operating income totaled $1.8 million and $2.6 million, respectively, compared to $0.9 million and $1.4 million for the same respective prior-year periods, reflecting revenue growth and improved gross margins.

Household Goods Moving Services (ABF Moving)

ABF Moving revenues totaled $32.2 million and $50.8 million for the three and six months ended June 30, 2015, respectively, compared to $22.9 million and $37.6 million in the same periods of 2014. The 41.0% and 35.1% revenue growth during the three and six months ended June 30, 2015, respectively, was primarily attributable to an increase in shipments, partially due to a shift of government business to earlier in the year relative to 2014. As a result, ABF Moving’s shipment levels compared to the prior year are not as robust during early third quarter 2015. ABF Moving’s second quarter 2015 operating income improved to $2.0 million and $1.6 million for the three and six months ended June 30, 2015, respectively, from operating income of $0.6 million and an operating loss of $0.2 million for the three and six months ended June 30, 2014, respectively, due to improved shipment gross margins combined with increased revenue levels.

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

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

As presented in the following table, on a combined basis, the asset-light logistics reportable operating segments generated $13.5 million and $20.1 million of EBITDA for the three and six months ended June 30, 2015, respectively, compared to $10.2 million and $18.1 million for the same respective periods of 2014.

	Three Months Ended June 30
	2015						2014
			Depreciation						Depreciation
	Operating		and				Operating		and
	Income(1)		Amortization		EBITDA		Income(1)		Amortization		EBITDA
	(in thousands)
Premium Logistics (Panther)	$	4,838	$	2,939	$	7,777	$	4,358	$	2,838	$	7,196
Emergency & Preventative Maintenance (FleetNet)	1,017		276		1,293		700		237		937
Transportation Management (ABF Logistics)	1,808		246		2,054		854		252		1,106
Household Goods Moving Services (ABF Moving)	1,997		338		2,335		623		346		969
Total asset-light logistics	$	9,660	$	3,799	$	13,459	$	6,535	$	3,673	$	10,208

	Six Months Ended June 30
	2015						2014
			Depreciation							Depreciation
	Operating		and				Operating			and
	Income(1)		Amortization		EBITDA		Income(1)			Amortization		EBITDA
	(in thousands)
Premium Logistics (Panther)	$	6,033	$	5,863	$	11,896	$	7,722		$	5,574	$	13,296
Emergency & Preventative Maintenance (FleetNet)	2,187		559		2,746		2,101			411		2,512
Transportation Management (ABF Logistics)	2,583		530		3,113		1,389			469		1,858
Household Goods Moving Services (ABF Moving)	1,634		688		2,322		(218		)	695		477
Total asset-light logistics	$	12,437	$	7,640	$	20,077	$	10,994		$	7,149	$	18,143

(1)The calculation of EBITDA as presented in this table begins with operating income, as 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.

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

Seasonality

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

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

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

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

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

Effects of Inflation

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

In addition, partly as a result of inflationary pressures, ABF Freight’s revenue equipment (tractors and trailers) will likely be replaced at higher per unit cost, which could result in higher depreciation charges on a per-unit basis. ABF Freight also continues to experience increased costs of operating its revenue equipment, including costs of maintenance and parts. ABF Freight considers these costs in setting its pricing policies, although ABF Freight’s overall freight rate structure is governed by market forces based on value provided to the customer. The pricing environment has been very competitive during recessionary and uncertain economic conditions and, although ABF Freight’s year-over-year base LTL pricing improved during the three and six months ended June 30, 2015, the lengthy process required to restore profitable pricing levels has limited ABF Freight’s ability to offset inflationary and contractual cost increases.

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

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

Current Economic Conditions

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

Environmental and Legal Matters

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

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

our consolidated financial statements for amounts related to such matters.

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

Information Technology and Cybersecurity

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

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

39

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

Liquidity and Capital Resources

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

Cash Flow and Short-Term Investments

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

	June 30		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents(1)	$	192,016	$	157,042
Short-term investments, primarily FDIC-insured certificates of deposit	53,836		45,909
Total unrestricted	245,852		202,951
Restricted cash(2)	1,387		1,386
Total(3)	$	247,239	$	204,337

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

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

(3)Cash, variable rate demand notes, and certificates of deposit are recorded at cost plus accrued interest, which approximates fair value. Money market funds are recorded at fair value based on quoted prices. Cash and cash equivalents totaling $75.9 million and $77.3 million were not FDIC insured at June 30, 2015 and December 31, 2014, respectively.

Unrestricted cash, cash equivalents, and short-term investments increased $42.9 million from December 31, 2014 to June 30, 2015. During the six-month period ended June 30, 2015, $35.0 million borrowed under the accounts receivable securitization program (further described in the following Financing Arrangements section) and cash provided by operations of $74.7 million were used to fund $31.5 million of capital expenditures net of proceeds from asset sales; repay $14.6 million of notes payable and capital leases; purchase $6.0 million of treasury stock; fund the acquisition of a privately-owned business for net cash consideration of $5.2 million; and pay dividends of $3.2 million on common stock. Cash provided by operating activities during the six months ended June 30, 2015 was $17.0 million above the same prior-year period, primarily due to improved operating performance.

Unrestricted cash, cash equivalents, and short-term investments increased $23.9 million from December 31, 2013 to June 30, 2014. During the six months ended June 30, 2014, cash provided by operations of $57.6 million was used to fund $14.3 million of capital expenditures net of proceeds from asset sales; repay $16.5 million of long-term debt related to the Term Loan (which was refinanced with a revolving credit facility in January 2015 as further described in the following Financing Arrangements section), capital leases, and notes payable; fund the acquisition of a privately-owned business for net cash consideration of $2.6 million; and pay dividends of $1.6 million on common stock.

Financing Arrangements

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

Credit Facility

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

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

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility, we entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Under the agreement, in January 2015, we began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under our Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of June 30, 2015. The fair value of the interest rate swap liability of $0.8 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2015 and December 31, 2014, respectively.

Accounts Receivable Securitization Program

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

Our accounts receivable securitization program includes a provision under which we may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which we are self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of June 30, 2015, standby letters of credit of $20.4 million have been issued under the program, which reduced the available borrowing capacity to $44.6 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2015, we had letters of credit outstanding of $22.3 million (including $20.4 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. We have programs in place with multiple surety companies for the issuance of surety bonds in support of our self-insurance program. As of June 30, 2015, surety bonds outstanding related to our self-insurance program totaled $45.0 million.

Notes Payable and Capital Leases

ABF Freight has financed the purchase of certain revenue equipment through promissory note arrangements, including $12.7 million of revenue equipment during the six months ended June 30, 2015, for which the minimum principal payments are recorded in long-term debt. We have previously financed revenue equipment, real estate, and certain other equipment through capital lease agreements for which the present values of net minimum lease payments are recorded in long-term debt; however, we did not enter into such agreements during the six months ended June 30, 2015. During July 2015, ABF Freight financed the purchase of an additional $17.2 million of revenue equipment through promissory note arrangements. We intend to utilize promissory note arrangements and will consider utilizing capital lease agreements to finance future purchases of certain revenue equipment, provided such financing is available and the terms are acceptable to us.

Contractual Obligations

We have purchase obligations consisting of authorizations to purchase and binding agreements with vendors relating to revenue equipment used in the operations of ABF Freight and Panther, other equipment, land and certain construction costs associated with our new corporate headquarters facility, certain service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of June 30, 2015. These purchase obligations totaled $140.2 million as of June 30, 2015, with $129.8 million to be paid within the next year, and $8.6 million and $1.8 million to be paid in each of the following two-year periods, respectively. Purchase obligations for revenue equipment, other equipment, and costs associated with our new corporate headquarters facility are included in our 2015 capital expenditure plan.

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

We have a contractual obligation to repay the $35.0 million borrowing on our accounts receivable securitization program that we incurred in March 2015. The scheduled maturities of the borrowings under our accounts receivable securitization program, as well as our other long-term debt obligations, as of June 30, 2015 are disclosed in Note E to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. We also have a contractual obligation for the fixed-rate interest payments on our interest rate swap agreement which are estimated to exceed the variable-rate interest payments under our Credit Facility by $0.8 million as of June 30, 2015.

There have been no other material changes in the contractual obligations disclosed in our 2014 Annual Report on Form 10-K during the six months ended June 30, 2015.

For 2015, our total net capital expenditures are estimated to be approximately $190.0 million, which is approximately $10.0 million lower than our previous estimate for the year which we disclosed in our 2014 Annual Report on Form 10-K. The 2015 estimated net capital expenditures include revenue equipment purchases of $110.0 million, primarily related to road and city tractors and trailers for ABF Freight’s operations to replace both existing equipment and local rentals. Expected real estate expenditures totaling approximately $45.0 million are included in the estimate for our previously announced growth initiatives, including construction of a freight service center, call center facilities, and needed office buildings, a portion of which will replace leased space. The remainder of the 2015 expected capital expenditures includes costs of other terminal capital expenditures (including dock/yard equipment) and technology across our businesses. We have the flexibility to adjust planned 2015 capital expenditures as business levels dictate. Depreciation and amortization expense is estimated to be in a range of $90.0 million to $95.0 million in 2015.

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

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

Other Liquidity Information

Cash, cash equivalents, and short-term investments, including amounts restricted, totaled $247.2 million at June 30, 2015. General economic conditions, along with competitive market factors and the related impact on our business, primarily the tonnage and pricing levels that ABF Freight receives for its services, could affect our ability to generate cash from operations and maintain cash, cash equivalents, and short-term investments on hand as operating costs increase. The amendments to our credit agreement and our accounts receivable securitization program executed in January and February of 2015 have increased the amount and availability of our liquidity, added flexible borrowing and payment options, and extended the maturity dates of our financing facilities. We believe these agreements provide borrowing capacity options necessary for growth of our businesses. We believe existing cash, cash equivalents, short-term investments, cash generated by operations, and amounts available under our Amended and Restated Credit Agreement or accounts receivable securitization program will be sufficient to meet our liquidity needs for the foreseeable future. Notes payable, capital leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us.

We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no assurances in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition and other factors. On July 28, 2015, the Company’s Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of August 11, 2015.

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

We have a program in place to repurchase our common stock in the open market or in privately negotiated transactions.  The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion.  Repurchases may be made using cash reserves or other available sources.  During the six months ended June 30, 2015, we used cash on hand to purchase 163,233 shares of our common stock for an aggregate cost of $6.0 million, leaving $12.2 million available for repurchase under the current buyback program.

Financial Instruments

We have not historically entered into financial instruments for trading purposes, nor have we historically engaged in a program for price hedging. No such instruments were outstanding as of June 30, 2015.  We have an interest rate swap agreement in place which is discussed in the Financing Arrangements section of Liquidity and Capital Resources.

Balance Sheet Changes

Accounts Receivable, less allowances

Accounts receivable, less allowances, increased $17.0 million from December 31, 2014 to June 30, 2015, primarily due to increased business levels in June 2015 compared to December 2014.

Accounts Payable

Accounts payable increased $27.5 million from December 31, 2014 to June 30, 2015, primarily due to increased business levels in June 2015 compared to December 2014 and the timing of payments. Accounts payable as of June 30, 2015 also includes $9.0 million in accruals primarily for revenue equipment received by ABF Freight, compared to $ 0.9 million as of December 31, 2014.

Off-Balance Sheet Arrangements

At June 30, 2015, our off-balance sheet arrangements of $199.5 million included purchase obligations, as previously discussed in the Contractual Obligations section of Liquidity and Capital Resources, and future minimum rental commitments, net of noncancelable subleases, under operating lease agreements primarily for ABF Freight’s terminal facilities. We have no investments, loans, or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities, or financial partnerships and have no outstanding loans with executive officers or directors.

Income Taxes

Our effective tax rate was 39.3% and 38.8% for the three and six months ended June 30, 2015, respectively, and 37.1% and 34.8% for the three and six months ended June 30, 2014, respectively. The effective tax rates for the first six months of 2015 and 2014 reflect a benefit of 0.6% and 0.8%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states. The tax rates for the three and six-month periods ended June 30, 2014 also reflect a 2.4% and 3.8% benefit, respectively, from the removal of the valuation allowance on foreign tax credit carryovers.

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

At June 30, 2015, we had net deferred tax liabilities after valuation allowances of $24.0 million. Valuation allowances for deferred tax assets totaled $0.3 million at June 30, 2015 and December 31, 2014. We evaluated the need for a valuation allowance for deferred tax assets at June 30, 2015 by considering the future reversal of existing taxable temporary differences, future taxable income, taxable income in carryback years, and available tax planning strategies. As of June 30, 2015, deferred tax liabilities, which will reverse in future years, exceeded deferred tax assets. We had taxable income in 2014 and 2013. Furthermore, in the event that we incur a loss for tax purposes, certain expense components that generate deferred tax assets are eligible for a significantly longer carryback period if elected. Because there is sufficient taxable income in the longer carryback period, the assets related to these expense items are expected to be fully realized. The need for additional valuation allowances is continually monitored by management.

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

Financial reporting income differs significantly from taxable income because of such items as accelerated depreciation for tax purposes, pension accounting rules, and a significant number of liabilities such as vacation pay, workers’ compensation, and other liabilities, which, for tax purposes, are generally deductible only when paid. For the six months ended June 30, 2015 and June 30, 2014, the income determined under income tax law exceeded financial reporting income.

During the six months ended June 30, 2015, we made $2.9 million of state and foreign tax payments and received refunds of $0.1 million of federal 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 2014 Annual Report on Form 10-K. There have been no material changes in our critical accounting policies during the six months ended June 30, 2015. New accounting rules and disclosure requirements can significantly impact our reported results and the comparability of financial statements. Accounting pronouncements which have been issued but are not yet effective for our financial statements are disclosed in Note A to our consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting pronouncement related to revenue recognition (ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. In July 2015, the FASB announced its decision to defer the effective date of the new standard for one year, making the standard effective for us on January 1, 2018. We are evaluating the impact of the new standard on our consolidated financial statements.

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

Forward-Looking Statements

Certain statements and information in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would” and similar expressions and the negatives of such terms are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on us. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and management’s present expectations or projections. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: costs of continuing investments in technology, a failure of our information systems and the impact of cyber incidents; disruptions or failures of services essential to the operation of our business or the use of information technology platforms in our business; governmental regulations and policies; litigation or claims asserted against us; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans; competitive initiatives, pricing pressures, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates and the inability to collect fuel surcharges; general economic conditions and related shifts in market demand that impact the performance and needs of industries served by our subsidiaries and/or limit our customers’ access to adequate financial resources;

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

unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; relationships with employees, including unions, and our ability to attract and retain employees and/or independent owner operators; availability of fuel; default on covenants of financing arrangements and the availability and terms of future financing arrangements; availability and cost of reliable third-party services; increased competition from freight transportation service providers outside the motor carrier freight transportation industry; timing and amount of capital expenditures, increased prices for and decreased availability of new revenue equipment and decreases in value of used revenue equipment; future costs of operating expenses such as maintenance and fuel and related taxes; self-insurance claims and insurance premium costs; environmental laws and regulations, including emissions-control regulations; potential impairment of goodwill and intangible assets; the impact of our brands and corporate reputation; the cost, timing and performance of growth initiatives; the cost, integration and performance of any future acquisitions; weather conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission public filings.

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

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

45

PART I. — continued

FINANCIAL INFORMATION

ARCBEST CORPORATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The following table reflects the contractual maturity date and projected interest rates (based on a LIBOR curve, provided by a financial institution independent of the facility, plus our margin) for the $35.0 million borrowing outstanding under the accounts receivable securitization as of June 30, 2015:

													June 30
	Contractual Maturity Date												2015
	Year Ended December 31												Carrying		Fair
	2015			2016			2017			2018(1)			Value		Value
	(in thousands, except interest rates)												(in thousands)
Accounts receivable securitization program	$	—		$	—		$	—		$	35,000		$	35,000	$	35,000
Projected interest rate	1.10		%	1.59		%	2.34		%	2.64		%

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

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

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2015.

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

46

PART II.

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

(a)Recent sales of unregistered securities.

None.

(b)Use of proceeds from registered securities.

None.

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

The Company has a program to repurchase $75.0 million of its common stock in the open market or in privately negotiated transactions. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. During the six months ended June 30, 2015, the Company purchased 163,233 shares of its common stock for an aggregate cost of $6.0 million. As of June 30, 2015, the Company has purchased 1,781,383 shares for an aggregate cost of $62.8 million, leaving $12.2 million available for repurchase under the program.

	Total Number of Shares Purchased	Average Price Paid Per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2)
	(in thousands, except share and per share data)
1/1/15 – 1/31/15	—	$	—	—	$	18,185
2/1/15 – 2/28/15	64,200	38.30		64,200	$	15,726
3/1/15 – 3/31/15	—	—		—	$	15,726
4/1/15 – 4/30/15	—	—		—	$	15,726
5/1/15 – 5/31/15	99,033	$	35.54	99,033	$	12,203
6/1/15 – 6/30/15	—	—		—	$	12,203
	163,233	$	36.61	163,233

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

47

PART II. — continued

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 6. EXHIBITS

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

Exhibit
No.
3.1	Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 under the Securities Act of 1933 filed with the Securities and Exchange Commission (the “Commission”) on March 17, 1992, Commission File No. 33-46483, and incorporated herein by reference).
3.2	Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 30, 2014, Commission File No. 000-19969, and incorporated herein by reference).
3.3	Certificate of Designations of $2.875 Series A Cumulative Convertible Exchangeable Preferred Stock of the Company (previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 24, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.5	Third Amended and Restated Bylaws of the Company dated as of April 22, 2010 (previously filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 5, 2010, Commission File No. 000-19969, and incorporated herein by reference).
3.6	First Amendment to the Third Amended and Restated Bylaws of the Company dated as of October 25, 2013 (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 31, 2013, Commission File No. 000-19969, and incorporated herein by reference).
3.7	Second Amendment to the Third Amended and Restated Bylaws of the Company dated as of January 23, 2014 (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 29, 2014, Commission File No. 000-19969, and incorporated herein by reference).
10.1#*	Form of Restricted Stock Unit Award Agreement (Non-Employee Directors — with deferral feature).
10.2#*	Form of Restricted Stock Unit Award Agreement (Employees).
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

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

*Filed herewith.

**Furnished herewith.

48

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 7, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President — Chief Executive Officer
	and Principal Executive Officer
Date: August 7, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

49

EX-10.1

Exhibit 10.1

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

This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as 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 2005 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 third

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 36, and the Award shall continue to vest on the fifteenth day of each subsequent month with respect to an additional one-thirty sixth 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 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.

2

(d)Subject to the satisfaction of all of the tax withholding obligations described in Section 7 below, Participant may irrevocably elect to defer the receipt of any Shares issuable pursuant to Vested Units, other than Units distributable by reason of Sections 6(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 subject to Vested Units 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 the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company within the meanings ascribed to such terms in Treasury Department regulations or other guidance issued under Section 409A of the Code.  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 in respect of earned Vested Units (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 15th 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,

3

penalties or interest 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 14 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 in respect of Vested Units, 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.

(c)Change in Control.  All Unvested Units shall vest as of the date a Change in Control occurs and be issued as soon as administratively possible so long as with respect to any amounts that the Company determines to be deferred compensation within the meaning of Section 409A of the Code, such Change in Control qualifies as a “change in the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company within the meanings ascribed to such terms in Treasury Department regulations or other guidance issued under Section 409A of the Code.

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

4

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 parachute payment” (as defined in Code Section 280G), 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 Code Section 4999.

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.

5

(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.Suspension or Termination of Award

Pursuant to Section 16 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 16 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

6

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 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) 494-6928

(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.

7

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

(1)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.

(2)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.

(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 23 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.  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

8

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 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 Recoupment of Incentive Compensation adopted by the Board of Directors of the Company effective October 18, 2007.

9

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

ARCBEST CORPORATION
By:
	Judy R. McReynolds
	President & CEO
PARTICIPANT
[Participant]

10

Exhibit A

ARCBEST CORPORATION
RESTRICTED STOCK UNIT
INITIAL DEFERRAL ELECTION FORM FOR 20   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           and              (the “Award Agreement”) and the ArcBest Corporation 2005 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, either (i) if on the Grant Date set forth in your Award Agreement or within 12 months following such Grant Date you become wholly or partially vested in your Award by virtue of satisfying the requirements (as defined in the Award Agreement) for either Normal Retirement or Early Retirement (other than actual separation from service), 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, or (ii) if the preceding clause (i) does not apply to you, (A) the Election must be returned no later than 30 days following the Grant Date set forth in your Award Agreement, and (B) the portion of your Award subject to this Election must not become vested until more than 12 months following the date of this Election (or, if later, 12 months following the Grant Date).

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

oI 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 third anniversary of the      Grant Date]; or

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

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

othe later of              , 20      [Note: this date must be after the third 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 (i) if on the Grant Date set forth in your Award Agreement or within 12 months following such Grant Date you satisfy or will satisfy the vesting requirements for either Normal Retirement or Early Retirement (each as defined in the Award Agreement), 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 or (ii) if the preceding clause (i) does not apply to you, the Election must be submitted to the Company no later than 30 days following the date 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 the ownership or effective control” of the Company or in the “ownership of a substantial portion of the assets” of the Company within the meanings ascribed to such terms in Treasury Department regulations or other guidance issued under Section 409A of the Code.

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 23 of the Plan.

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

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EX-10.2

Exhibit 10.2

ARCBEST CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Employees)

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            (“Participant”).

WHEREAS, the Company, by action of the Board and approval of its shareholders established the ArcBest Corporation 2005 Ownership Incentive Plan (the “Plan”);

WHEREAS, Participant is employed by the Company or a Subsidiary and the Company desires to encourage Participant to own Common Stock for the purposes stated in Section 1 of the Plan;

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 continuously employed by the Company through the fifth 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 date Participant first satisfies the requirements for Normal Retirement, as defined below, whether or not his actual retirement or separation from service has occurred on that date, and

(ii)on the first date on or after the first anniversary of 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 60, and the Award shall continue to vest on the fifteenth day of each subsequent month with respect to an additional one-sixtieth of the number of the 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 active employment by or service with the Company or any Subsidiary on or after age 65.

For purposes of this Agreement, the term “Early Retirement” shall mean Participant’s retirement from active employment by or service with the Company or any Subsidiary on or after age 55 or greater, so long as Participant has, as of the date of such retirement, at least 10 years of service with the Company or any Subsidiary.

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)The vesting period of the Award set forth in Paragraph 3(a) may be adjusted by the Compensation Committee (“Committee”) to reflect the decreased level of employment during any period in which Participant is on an approved leave of absence or is employed on a less than full time basis. 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.  In no event may any adjustment under this paragraph delay the Settlement Date for any Award beyond the Normal Vesting Date or Separation of Service if earlier.

(c)Subject to Paragraph 3(d) below, on the Normal Vesting Date, or, if earlier, the date Participant’s employment with the Company terminates on or after he satisfied the requirements for accelerated vesting by virtue of qualifying for Normal Retirement or Early Retirement, other than any termination for Cause (as defined below), Participant shall be entitled to receive one Share (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the

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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, if any, imposed by the Company pursuant to Paragraph 14(f) or otherwise pursuant to the terms and conditions of the Plan and this Agreement.

(d)The date upon which Shares are to be issued under Paragraph 3(c) 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 in respect of earned Vested Units, (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(d)(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 or the 15th day of the third month after the month in which the Settlement Date occurs, 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 or this Agreement, the Plan and this Agreement 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, 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 Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan 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 14 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

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underlying the Restricted Stock Units, unless and until such Shares are issued in respect of Vested Units, and then only to the extent of such issued Shares.

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’s employment with the Company or any Subsidiary 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)Cause.  Upon a termination of Participant’s employment with the Company or any Subsidiary for Cause (as defined below), all Vested Units and Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant.

(c)Death; Disability.  Upon a termination of Participant’s employment with the Company or any Subsidiary 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 covering employees of the Company.

(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 defined below) 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 performance of Participant’s duties to the Company or any Subsidiary; (ii) Participant’s conviction 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 revised from time to time.  For purposes of this Agreement, the term “Good Reason” shall mean (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.  Notwithstanding anything in this Agreement to the contrary, with respect to any amounts that the Company determines to be deferred compensation within the meaning of Section 409A of the Code, if the Company determines that as of the

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Settlement Date 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’s termination of employment with the Company other by reason of Participant’s death 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 the Code).

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 representation or undertaking regarding the treatment of any tax withholding in connection with 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.

(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 agree that tax withholding required as a result of periodic vesting will be handled at the Company’s option by payroll deduction or such other means as the Company may establish or permit.

(i)By Withholding Shares.  Unless Participant elects to satisfy the Tax Withholding Obligation by an alternative means in accordance with Paragraph 6(b)(ii), that occurs at the Settlement Date, Participant’s acceptance of this Award constitutes Participant’s instruction 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 Withholding Obligation.

(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’s check or other means permitted by the Company.  In such case, Participant shall 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 Withholding Obligation by (i) wire transfer to such account as the Company may direct, (ii) delivery of a cashier’s check payable to the Company, Attn: Executive Benefits, at the address 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

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sufficient amount to the Company to satisfy the Tax Withholding Obligation (regardless of whether as a result of the Company underestimating the required payment or Participant failing to timely make the required payment), the additional Tax Withholding Obligation amounts shall be satisfied in the manner specified in Paragraph 6(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 parachute payment” (as defined in Code Section 280G), a best-of-net calculation will be performed to determine whether change in control benefits due to the Participant should be reduced (so no excise tax will be imposed under 280G) or should be paid in full (with any excise tax to be paid in full by the Participant, with any such reduction first applied to payments pursuant to any Deferred 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 the Plan.

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; (b) the value of the Award is an extraordinary item which is outside the scope of any employment contract with Participant; (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 the Award for any reason; and (d) in the event that Participant is not a direct employee of Company, 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 employment contract with Participant’s employer, 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.

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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 conditions 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.

12.Suspension or Termination of Award

Pursuant to Section 16 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 16 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 Vested and

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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 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:	Manager, Compensation and Executive Benefits
		P.O. Box 10048
		Fort Smith, AR 72917-0048
		Fax: (479) 494-6928

(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.

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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 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, 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.

(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 employment or 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 23 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.

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(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.  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 distribution and 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 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 Recoupment of Incentive Compensation adopted by the Board of Directors of the Company effective October 18, 2007.

[signature page follows]

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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
	President and CEO
PARTICIPANT:
[Participant]

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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 7, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President — Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

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

I, David R. Cobb, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:August 7, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

EX-32

EXHIBIT 32

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

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, (the “Report”) by ArcBest Corporation (the “Registrant”), each of the undersigned hereby certifies that:

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

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

	ARCBEST CORPORATION
	(Registrant)
Date: August 7, 2015	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President — Chief Executive Officer
	and Principal Executive Officer
	ARCBEST CORPORATION
	(Registrant)
Date: August 7, 2015	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 3) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 02, 2015	Jul. 31, 2015	Jun. 30, 2015	Jun. 30, 2015	Feb. 01, 2015	Jan. 31, 2015	Dec. 31, 2014
Financing Arrangements
Amounts collateralized by restricted funds			$ 1,387	$ 1,387			$ 1,386
Interest rate swap agreement
Financing Arrangements
Term of swap agreement	5 years
Notional amount			$ 50,000	$ 50,000
Fixed interest rate payments (as a percent)			1.85%	1.85%
Interest rate swap agreement | Other long-term liabilities
Financing Arrangements
Fair value			$ 800	$ 800			$ 600
Interest rate swap agreement | LIBOR
Financing Arrangements
Period of reference rate for variable rate receivable				1 month
Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit			22,300	$ 22,300
Amounts collateralized by restricted funds			1,400	1,400
Accounts receivable securitization program
Financing Arrangements
Maximum borrowing capacity			100,000	100,000		$ 75,000
Additional borrowing capacity that may be requested					$ 25,000
Remaining borrowing capacity			44,600	44,600
Accounts receivable securitization program | Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit			20,400	20,400
Surety bonds
Financing Arrangements
Outstanding surety bonds under uncollateralized bond programs			45,000	45,000
Revenue equipment | Freight Transportation (ABF Freight) | Notes payable
Financing Arrangements
Equipment financed during the period under notes payable			12,700	12,700
Revenue equipment | Freight Transportation (ABF Freight) | Notes payable | Subsequent Event
Financing Arrangements
Equipment financed during the period under notes payable		$ 17,200
Amended and Restated Credit Agreement
Financing Arrangements
Term loan balance refinanced with revolving credit facility	$ 70,000
Additional borrowing capacity that may be requested			75,000	75,000
Amended and Restated Credit Agreement | Credit Facility
Financing Arrangements
Maximum borrowing capacity			150,000	150,000
Amended and Restated Credit Agreement | Credit Facility | Interest rate swap agreement
Financing Arrangements
Amount of borrowings covered by the interest rate swap			$ 50,000	$ 50,000
Effective fixed interest rate on hedged borrowings (as a percent)			3.10%	3.10%
Amended and Restated Credit Agreement | Credit Facility | Letter of Credit Agreements
Financing Arrangements
Maximum borrowing capacity			$ 20,000	$ 20,000

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OPERATING SEGMENT DATA (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
REVENUES
Revenues	$ 696,115	$ 658,646	$ 1,309,391	$ 1,236,550
OPERATING EXPENSES
Salaries, wages, and benefits	332,510	305,977	639,426	592,778
Rents, purchased transportation, and other costs of services	200,619	184,179	378,585	348,305
Fuel, supplies, and expenses	78,127	91,291	154,029	180,064
Depreciation and amortization	22,616	21,224	44,848	41,677
Other	28,777	29,023	57,757	55,476
Gain on sale of property and equipment			(1,049)	(249)
Pension settlement expense	600	900	1,716	4,600
Total operating expenses	662,649	631,694	1,274,645	1,218,300
OPERATING INCOME
OPERATING INCOME	33,466	26,952	34,746	18,250
OTHER INCOME (COSTS)
Interest and dividend income	271	194	505	384
Interest and other related financing costs	(1,025)	(725)	(2,027)	(1,533)
Other, net	197	950	597	1,315
TOTAL OTHER INCOME (COSTS)	(557)	419	(925)	166
INCOME BEFORE INCOME TAXES	32,909	27,371	33,821	18,416
Operating Segments | Freight Transportation (ABF Freight)
REVENUES
Revenues	504,371	492,857	945,578	921,728
OPERATING EXPENSES
Salaries, wages, and benefits	301,639	279,372	580,010	540,527
Fuel, supplies, and expenses	79,647	93,277	158,673	184,067
Operating taxes and licenses	12,322	11,770	24,318	23,263
Insurance	6,267	5,966	12,052	11,361
Communications and utilities	3,766	3,731	7,751	7,973
Depreciation and amortization	18,286	16,841	35,686	33,178
Rents and purchased transportation	52,380	55,549	94,224	102,969
Gain on sale of property and equipment	(594)	(40)	(838)	(243)
Pension settlement expense	448	708	1,288	3,598
Other	2,118	2,848	4,279	4,382
Total operating expenses	476,279	470,022	917,443	911,075
OPERATING INCOME
OPERATING INCOME	28,092	22,835	28,135	10,653
Operating Segments | Premium Logistics (Panther)
REVENUES
Revenues	80,271	81,425	155,563	153,651
OPERATING EXPENSES
Purchased transportation	58,510	60,185	114,554	114,759
Depreciation and amortization	2,939	2,838	5,863	5,574
Salaries, benefits, insurance, and other	13,984	14,044	29,113	25,596
Total operating expenses	75,433	77,067	149,530	145,929
OPERATING INCOME
OPERATING INCOME	4,838	4,358	6,033	7,722
Operating Segments | Emergency & Preventative Maintenance (FleetNet)
REVENUES
Revenues	42,015	38,307	84,504	80,006
OPERATING EXPENSES
Total operating expenses	40,998	37,607	82,317	77,905
OPERATING INCOME
OPERATING INCOME	1,017	700	2,187	2,101
Operating Segments | Transportation Management (ABF Logistics)
REVENUES
Revenues	50,419	35,493	97,791	65,210
OPERATING EXPENSES
Total operating expenses	48,611	34,639	95,208	63,821
OPERATING INCOME
OPERATING INCOME	1,808	854	2,583	1,389
Operating Segments | Household Goods Moving Services (ABF Moving)
REVENUES
Revenues	32,225	22,855	50,793	37,605
OPERATING EXPENSES
Total operating expenses	30,228	22,232	49,159	37,823
OPERATING INCOME
OPERATING INCOME	1,997	623	1,634	(218)
Operating Segments | Asset-Light Logistics Segments
OPERATING EXPENSES
Pension settlement expense	100		100
Other and eliminations
REVENUES
Revenues	(13,186)	(12,291)	(24,838)	(21,650)
OPERATING EXPENSES
Pension settlement expense	100	200	300	900
Total operating expenses	(8,900)	(9,873)	(19,012)	(18,253)
OPERATING INCOME
OPERATING INCOME	$ (4,286)	$ (2,418)	$ (5,826)	$ (3,397)

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Basic, numerator:
NET INCOME	$ 19,967	$ 17,208	$ 20,712	$ 12,015
Effect of unvested restricted stock unit awards	(207)	(848)	(231)	(602)
Adjusted net income	$ 19,760	$ 16,360	$ 20,481	$ 11,413
Basic, denominator:
Weighted-average shares	26,021,874	26,005,105	26,036,375	25,941,370
Earnings per common share (in dollars per share)	$ 0.76	$ 0.63	$ 0.79	$ 0.44
Diluted, numerator:
NET INCOME	$ 19,967	$ 17,208	$ 20,712	$ 12,015
Effect of unvested restricted stock unit awards	(203)	(848)	(227)	(602)
Adjusted net income	$ 19,764	$ 16,360	$ 20,485	$ 11,413
Diluted, denominator:
Weighted-average shares	26,021,874	26,005,105	26,036,375	25,941,370
Effect of dilutive securities	571,577		556,240	676
Adjusted weighted-average shares and assumed conversions	26,593,451	26,005,105	26,592,615	25,942,046
Earnings per common share (in dollars per share)	$ 0.74	$ 0.63	$ 0.77	$ 0.44

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 3) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Interest rate swap agreement | Other long-term liabilities
Assets and liabilities measured at fair value on a recurring basis
Liabilities	$ 800	$ 600
Recurring basis | Level 1
Assets and liabilities measured at fair value on a recurring basis
Assets	40,694	44,069
Recurring basis | Level 1 | Money market funds | Cash and cash equivalents
Assets and liabilities measured at fair value on a recurring basis
Assets	38,603	41,101
Recurring basis | Level 1 | Voluntary Savings Plan - mutual funds held in trust | Other long-term assets
Assets and liabilities measured at fair value on a recurring basis
Assets	2,091	2,968
Recurring basis | Level 2 | Interest rate swap agreement | Other long-term liabilities
Assets and liabilities measured at fair value on a recurring basis
Liabilities	$ 773	$ 576

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2015

STOCKHOLDERS' EQUITY

Components of accumulated other comprehensive loss

	June 30			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(25,480	)	$	(30,140	)
Interest rate swap	(773		)	(576		)
Foreign currency translation	(1,540		)	(1,216		)
	$	(27,793	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(19,540	)	$	(22,387	)
Interest rate swap	(470		)	(350		)
Foreign currency translation	(940		)	(742		)
	$	(20,950	)	$	(23,479	)

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

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive income (loss) before reclassifications	230			548			(120		)	(198		)
Amounts reclassified from accumulated other comprehensive loss	2,299			2,299			—			—
Net current-period other comprehensive income (loss)	2,529			2,847			(120		)	(198		)
Balances at June 30, 2015	$	(20,950	)	$	(19,540	)	$	(470	)	$	(940	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive income (loss) before reclassifications	(5,413		)	(5,477		)	—			64
Amounts reclassified from accumulated other comprehensive loss	3,542			3,542			—			—
Net current-period other comprehensive income (loss)	(1,871		)	(1,935		)	—			64
Balances at June 30, 2014	$	(16,783	)	$	(16,321	)	$	—		$	(462	)

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

	Six Months Ended June 30
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1)(2)
Amortization of net actuarial loss	$	(2,142	)	$	(1,293	)
Amortization of prior service credit	95			95
Pension settlement expense	(1,716		)	(4,600		)
Total, pre-tax	(3,763		)	(5,798		)
Tax benefit	1,464			2,256
Total, net of tax	$	(2,299	)	$	(3,542	)

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

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

Summary of dividends declared

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819
Second quarter	$	0.06	$	1,578	$	0.03	$	816

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details 2) $ in Millions	Jun. 30, 2015 USD ($)
Trademark Infringement | Early stages of litigation | Premium Logistics (Panther)
Legal Proceedings
Liability for loss due to litigation	$ 0.0

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STOCKHOLDERS' EQUITY (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			$ 560,883
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	$ 3,708	$ 883	2,529	$ (1,871)
Balances	579,204		579,204
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(23,479)	(14,912)
Other comprehensive income (loss) before reclassifications			230	(5,413)
Amounts reclassified from accumulated other comprehensive loss			2,299	3,542
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			2,529	(1,871)
Balances	(20,950)	(16,783)	(20,950)	(16,783)
Unrecognized Net Periodic Benefit Costs
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(22,387)	(14,386)
Other comprehensive income (loss) before reclassifications			548	(5,477)
Amounts reclassified from accumulated other comprehensive loss			2,299	3,542
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			2,847	(1,935)
Balances	(19,540)	(16,321)	(19,540)	(16,321)
Interest Rate Swap
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(350)
Other comprehensive income (loss) before reclassifications			(120)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			(120)
Balances	(470)		(470)
Foreign Currency Translation
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(742)	(526)
Other comprehensive income (loss) before reclassifications			(198)	64
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			(198)	64
Balances	$ (940)	$ (462)	$ (940)	$ (462)

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Long-term debt obligations
Long-term debt	$ 160,845	$ 127,730
Less current portion	24,024	25,256
Long-term debt, less current portion	136,821	102,474
Payments under long-term debt obligations
Due in one year or less	26,506
Due after one year through two years	25,901
Due after two years through three years	45,853
Due after three years through four years	2,896
Due after four years through five years	71,483
Total payments	172,639
Less amounts representing interest	11,794
Long-term debt	160,845	127,730
Credit Facility
Long-term debt obligations
Long-term debt	$ 70,000
Interest rate (as a percent)	1.40%
Payments under long-term debt obligations
Due in one year or less	$ 1,175
Due after one year through two years	1,685
Due after two years through three years	2,136
Due after three years through four years	2,469
Due after four years through five years	71,347
Total payments	78,812
Less amounts representing interest	8,812
Long-term debt	70,000
Term Loan
Long-term debt obligations
Long-term debt		70,000
Payments under long-term debt obligations
Long-term debt		70,000
Accounts receivable securitization program
Long-term debt obligations
Long-term debt	$ 35,000
Interest rate (as a percent)	1.00%
Payments under long-term debt obligations
Due in one year or less	$ 436
Due after one year through two years	692
Due after two years through three years	35,444
Total payments	36,572
Less amounts representing interest	1,572
Long-term debt	35,000
Notes payable
Long-term debt obligations
Long-term debt	$ 54,959	56,759
Weighted-average interest rate (as a percent)	1.90%
Payments under long-term debt obligations
Due in one year or less	$ 24,684
Due after one year through two years	23,308
Due after two years through three years	8,051
Due after three years through four years	198
Total payments	56,241
Less amounts representing interest	1,282
Long-term debt	54,959	56,759
Capital lease obligations
Long-term debt obligations
Long-term debt	$ 886	971
Weighted-average interest rate (as a percent)	5.80%
Payments under long-term debt obligations
Due in one year or less	$ 211
Due after one year through two years	216
Due after two years through three years	222
Due after three years through four years	229
Due after four years through five years	136
Total payments	1,014
Less amounts representing interest	128
Long-term debt	$ 886	$ 971

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EARNINGS PER SHARE (Details 2) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock awards
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings per share (in shares)	0.2	0.7	0.2	0.8

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

6 Months Ended

Jun. 30, 2015

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

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

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

ABF Freight represented approximately 71% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, 2015. As of June 2015, approximately 79% of ABF Freight’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Applicable contribution rate increases for these plans were applied retroactively to August 1, 2013. The estimated net effect of the November 3, 2013 wage rate reduction and the August 1, 2013 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. The combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis through the end of the agreement in 2018.

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

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

Certain reclassifications have been made to the prior year’s consolidated balance sheet to conform to the current year presentation. Book overdrafts (which represent checks issued that are later funded when cleared through banks) previously reported in a separate line on the consolidated balance sheets titled “Bank overdraft and drafts payable” have been reclassified to “Accounts payable.” There was no impact on total current liabilities as a result of the reclassification.

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

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting pronouncement related to revenue recognition (FASB ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. In July 2015, the FASB announced its decision to defer the effective date of the new standard for one year, making the standard effective for the Company on January 1, 2018. The Company is evaluating the impact of the new standard on the consolidated financial statements.

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

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

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

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

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STOCKHOLDERS' EQUITY (Details 3) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Unrecognized Net Periodic Benefit Costs
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (3,763)	$ (5,798)
Tax benefit	1,464	2,256
Total, net of tax	(2,299)	(3,542)
Amortization of net actuarial loss
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	(2,142)	(1,293)
Amortization of prior service credit
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	95	95
Pension settlement expense
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (1,716)	$ (4,600)

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details) - Freight Transportation (ABF Freight)			6 Months Ended
	Jun. 30, 2015	Nov. 03, 2013	Jun. 30, 2015
Organization and description of business
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by ABF Freight			71.00%
Wage rate reduction under collective bargaining agreement upon implementation date (as a percent)		7.00%
Wage rate increase for next three years of collective bargaining agreement (as a percent)		2.00%
Wage rate increase in fifth year of collective bargaining agreement (as a percent)		2.50%
Reduction in compensated vacation under collective bargaining agreement		5 days
Approximate initial reduction in combined total contractual wage and benefit rate under collective bargaining agreement (as a percent)		4.00%
Minimum
Organization and description of business
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent)			2.50%
Maximum
Organization and description of business
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent)			3.00%
Unionized employees concentration risk | Number of employees
Organization and description of business
Percentage of ABF Freight's employees covered under collective bargaining agreement with the IBT	79.00%

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OPERATING SEGMENT DATA (Tables)

6 Months Ended

Jun. 30, 2015

OPERATING SEGMENT DATA

Schedule of reportable operating segment information

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	504,371		$	492,857		$	945,578		$	921,728
Premium Logistics (Panther)	80,271			81,425			155,563			153,651
Emergency & Preventative Maintenance (FleetNet)	42,015			38,307			84,504			80,006
Transportation Management (ABF Logistics)	50,419			35,493			97,791			65,210
Household Goods Moving Services (ABF Moving)	32,225			22,855			50,793			37,605
Other and eliminations	(13,186		)	(12,291		)	(24,838		)	(21,650		)
Total consolidated revenues	$	696,115		$	658,646		$	1,309,391		$	1,236,550
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	301,639		$	279,372		$	580,010		$	540,527
Fuel, supplies, and expenses	79,647			93,277			158,673			184,067
Operating taxes and licenses	12,322			11,770			24,318			23,263
Insurance	6,267			5,966			12,052			11,361
Communications and utilities	3,766			3,731			7,751			7,973
Depreciation and amortization	18,286			16,841			35,686			33,178
Rents and purchased transportation	52,380			55,549			94,224			102,969
Gain on sale of property and equipment	(594		)	(40		)	(838		)	(243		)
Pension settlement expense(1)	448			708			1,288			3,598
Other	2,118			2,848			4,279			4,382
Total Freight Transportation (ABF Freight)	476,279			470,022			917,443			911,075
Premium Logistics (Panther)
Purchased transportation	58,510			60,185			114,554			114,759
Depreciation and amortization(2)	2,939			2,838			5,863			5,574
Salaries, benefits, insurance, and other	13,984			14,044			29,113			25,596
Total Premium Logistics (Panther)	75,433			77,067			149,530			145,929
Emergency & Preventative Maintenance (FleetNet)	40,998			37,607			82,317			77,905
Transportation Management (ABF Logistics)	48,611			34,639			95,208			63,821
Household Goods Moving Services (ABF Moving)	30,228			22,232			49,159			37,823
Other and eliminations(1)	(8,900		)	(9,873		)	(19,012		)	(18,253		)
Total consolidated operating expenses	$	662,649		$	631,694		$	1,274,645		$	1,218,300

⁽¹⁾ Pension settlement expense totaled $0.6 million (pre-tax) and $0.9 million (pre-tax) on a consolidated basis for the three months ended June 30, 2015 and 2014, respectively, of which $0.4 million and $0.7 million was reported by ABF Freight, $0.1 million and $0.2 million was reported in Other and eliminations, and less than $0.1 million was reported by the asset-light logistics operating segments, for the respective periods. Pension settlement expense totaled $1.7 million (pre-tax) and $4.6 million (pre-tax) on a consolidated basis for the six months ended June 30, 2015 and 2014, respectively, of which $1.3 million and $3.6 million was reported by ABF Freight, $0.3 million and $0.9 million was reported in Other and eliminations, and $0.1 million was reported by the asset-light logistics operating segments, for the respective periods.

⁽²⁾ Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software associated with the June 15, 2012 acquisition of Panther.

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
OPERATING INCOME
Freight Transportation (ABF Freight)	$	28,092		$	22,835		$	28,135		$	10,653
Premium Logistics (Panther)	4,838			4,358			6,033			7,722
Emergency & Preventative Maintenance (FleetNet)	1,017			700			2,187			2,101
Transportation Management (ABF Logistics)	1,808			854			2,583			1,389
Household Goods Moving Services (ABF Moving)	1,997			623			1,634			(218		)
Other and eliminations	(4,286		)	(2,418		)	(5,826		)	(3,397		)
Total consolidated operating income	$	33,466		$	26,952		$	34,746		$	18,250
OTHER INCOME (COSTS)
Interest and dividend income	$	271		$	194		$	505		$	384
Interest and other related financing costs	(1,025		)	(725		)	(2,027		)	(1,533		)
Other, net	197			950			597			1,315
Total other income (costs)	(557		)	419			(925		)	166
INCOME BEFORE INCOME TAXES	$	32,909		$	27,371		$	33,821		$	18,416

	Three Months Ended				Six Months Ended
	June 30				June 30
	2015		2014		2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	332,510	$	305,977	$	639,426	$	592,778
Rents, purchased transportation, and other costs of services	200,619		184,179		378,585		348,305
Fuel, supplies, and expenses	78,127		91,291		154,029		180,064
Depreciation and amortization	22,616		21,224		44,848		41,677
Other	28,777		29,023		57,757		55,476
	$	662,649	$	631,694	$	1,274,645	$	1,218,300

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STOCKHOLDERS' EQUITY (Details 4) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended				6 Months Ended
	Jul. 28, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Dividends on Common Stock
Dividends declared (in dollars per share)	$ 0.06	$ 0.06	$ 0.06	$ 0.03	$ 0.03	$ 0.12	$ 0.06
Dividend Amount		$ 1,578	$ 1,584	$ 816	$ 819	$ 3,162
Treasury Stock
Aggregate cost of shares repurchased during the period						$ 5,982
Stock Repurchase Program
Treasury Stock
Number of shares repurchased to date								1,618,150
Aggregate cost of shares repurchased to date								$ 56,800
Number of shares repurchased during the period						163,233
Aggregate cost of shares repurchased during the period						$ 6,000
Amount available for repurchase under the current buyback program		$ 12,200				$ 12,200

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Details 2) - USD ($) $ in Thousands			6 Months Ended
	Jan. 02, 2015	Apr. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Acquisitions
Net cash consideration			$ 5,219	$ 2,663
Smart Lines Transportation Group | Transportation Management (ABF Logistics)
Acquisitions
Net cash consideration	$ 5,200
Acquired privately-owned businesses | Emergency & Preventative Maintenance (FleetNet)
Acquisitions
Net cash consideration		$ 2,600

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Fair value disclosure
Cash and cash equivalents	$ 192,016	$ 157,042	$ 129,150	$ 105,354
Short-term investments	53,836	45,909
Restricted cash	1,387	1,386
Concentrations of Credit Risk of Financial Instruments
Cash and cash equivalents which are not FDIC-insured	75,900	77,300
Fair Value
Fair value disclosure
Cash and cash equivalents	192,016	157,042
Fair Value | Cash deposits
Fair value disclosure
Cash and cash equivalents	138,441	99,615
Restricted cash	1,387	1,386
Fair Value | Variable rate demand notes
Fair value disclosure
Cash and cash equivalents	14,972	16,326
Fair Value | Money market funds
Fair value disclosure
Cash and cash equivalents	38,603	41,101
Fair Value | Certificates of deposit
Fair value disclosure
Short-term investments	$ 53,836	$ 45,909

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
OPERATING ACTIVITIES
NET INCOME	$ 20,712	$ 12,015
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,630	39,540
Amortization of intangibles	2,218	2,137
Pension settlement expense	1,716	4,600
Share-based compensation expense	4,233	3,668
Provision for losses on accounts receivable	627	1,032
Deferred income tax benefit	(2,559)	(2,358)
Gain on sale of property and equipment	(1,049)	(249)
Changes in operating assets and liabilities:
Receivables	(16,560)	(34,888)
Prepaid expenses	1,691	1,383
Other assets	385	(1,482)
Income taxes	12,306	2,226
Accounts payable, accrued expenses, and other liabilities	8,316	30,019
NET CASH PROVIDED BY OPERATING ACTIVITIES	74,666	57,643
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(34,205)	(15,570)
Proceeds from sale of property and equipment	2,690	1,241
Purchases of short-term investments	(10,780)	(2,967)
Proceeds from sale of short-term investments	2,967	2,940
Business acquisitions, net of cash acquired	(5,219)	(2,663)
Capitalization of internally developed software	(4,099)	(3,859)
NET CASH USED IN INVESTING ACTIVITIES	(48,646)	(20,878)
FINANCING ACTIVITIES
Borrowings under credit facilities	70,000
Borrowings under accounts receivable securitization program	35,000
Payments on long-term debt	(84,555)	(16,528)
Net change in book overdrafts	(1,522)	3,602
Net change in restricted cash	(1)	517
Deferred financing costs	(824)	(61)
Payment of common stock dividends	(3,162)	(1,635)
Purchase of treasury stock	(5,982)
Proceeds from the exercise of stock options		1,136
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	8,954	(12,969)
NET INCREASE IN CASH AND CASH EQUIVALENTS	34,974	23,796
Cash and cash equivalents at beginning of period	157,042	105,354
CASH AND CASH EQUIVALENTS AT END OF PERIOD	192,016	129,150
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	8,972	6,869
Equipment financed	$ 12,670	$ 22,842

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair value disclosure
Debt obligations	$ 160,845	$ 127,730
Carrying Value
Fair value disclosure
Debt obligations	159,959	126,759
Fair Value
Fair value disclosure
Debt obligations	159,894	126,743
Credit Facility
Fair value disclosure
Debt obligations	70,000
Credit Facility | Carrying Value
Fair value disclosure
Debt obligations	70,000
Credit Facility | Fair Value
Fair value disclosure
Debt obligations	70,000
Term Loan
Fair value disclosure
Debt obligations		70,000
Term Loan | Carrying Value
Fair value disclosure
Debt obligations		70,000
Term Loan | Fair Value
Fair value disclosure
Debt obligations		70,000
Accounts receivable securitization program
Fair value disclosure
Debt obligations	35,000
Accounts receivable securitization program | Carrying Value
Fair value disclosure
Debt obligations	35,000
Accounts receivable securitization program | Fair Value
Fair value disclosure
Debt obligations	35,000
Notes payable
Fair value disclosure
Debt obligations	54,959	56,759
Notes payable | Carrying Value
Fair value disclosure
Debt obligations	54,959	56,759
Notes payable | Fair Value
Fair value disclosure
Debt obligations	$ 54,894	$ 56,743

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 31, 2014 person	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Jun. 30, 2015 USD ($) plan	Jun. 30, 2014 USD ($)	Mar. 31, 2015	Jan. 01, 2015	Dec. 31, 2014	Jan. 01, 2014
Components of net periodic benefit cost
Pension settlement expense		$ 600	$ 900		$ 1,716	$ 4,600
Pension settlement expense, net of tax		364	556		$ 1,048	2,811
Multiemployer pension plans | Freight Transportation (ABF Freight)
Multiemployer Plans
Number of multiemployer plans to which ABF Freight currently contributes | plan					25
Maximum projected time to insolvency for plans in "critical and declining" status					14 years
Maximum projected time to insolvency for plans in "critical and declining" status if additional criteria apply					19 years
Threshold ratio of inactive to active participants for greater insolvency period to determine "critical and declining" status					2
Threshold funded percentage for greater insolvency period to determine "critical and declining" status					80.00%
Multiemployer pension plans | Central States Pension Plan | Freight Transportation (ABF Freight)
Multiemployer Plans
Approximate proportion of multiemployer pension plan contributions made to Central States Pension Fund (as a percent)					50.00%
Actuarially certified funded percentage of multiemployer pension plan										48.40%
Nonunion Defined Benefit Pension Plan
Components of net periodic benefit cost
Interest cost		1,223	1,522		$ 2,543	3,242
Expected return on plan assets		(2,359)	(2,605)		(4,761)	(5,436)
Pension settlement expense		597	909		1,716	4,600
Amortization of net actuarial loss		815	636		1,636	1,134
Net periodic benefit cost		276	462		1,134	3,540
Number of plan participants for which vested pension benefits were settled | person	375
Pension settlement expense, net of tax		400	600		1,000	2,800
Premium paid to purchase nonparticipating annuity contract				$ 25,400
Lump-sum distributions		4,800	8,400		$ 12,400	22,500
Amortization period for unrecognized net actuarial loss					8 years
Change in projected benefit obligation
Projected benefit obligation at the beginning of the period					$ 174,410
Interest cost		1,223	1,522		2,543	3,242
Actuarial gain					(1,971)
Benefits paid					(12,562)
Projected benefit obligation at the end of the period		162,420			162,420
Change in plan assets
Fair value of plan assets at beginning of period					158,265
Actual return on plan assets					3,687
Employer contributions					50
Benefits paid					(12,562)
Fair value of plan assets at end of period		149,440			149,440
Funded status		(12,980)			(12,980)
Accumulated benefit obligation		$ 162,420			$ 162,420
Discount rate (as a percent)		3.50%			3.50%		3.00%		3.20%
Adjusted funding target attainment percentage								108.50%
Supplemental Benefit Plan
Components of net periodic benefit cost
Interest cost		$ 30	49		$ 61	98
Amortization of net actuarial loss		40	57		80	113
Net periodic benefit cost		70	106		141	211
Change in projected benefit obligation
Interest cost		30	49		61	98
Postretirement Health Benefit Plan
Components of net periodic benefit cost
Service cost		102	70		203	140
Interest cost		229	197		457	394
Amortization of prior service credit		(48)	(48)		(95)	(95)
Amortization of net actuarial loss		213	23		426	46
Net periodic benefit cost		496	242		991	485
Change in projected benefit obligation
Interest cost		$ 229	$ 197		$ 457	$ 394

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 192,016	$ 157,042
Short-term investments	53,836	45,909
Restricted cash	1,387	1,386
Accounts receivable, less allowances (2015 - $5,983; 2014 - $5,731)	245,039	228,056
Other accounts receivable, less allowances (2015 - $962; 2014 - $1,701)	7,083	6,582
Prepaid expenses	19,219	20,906
Deferred income taxes	35,661	40,220
Prepaid and refundable income taxes	2,592	9,920
Other	5,072	4,968
TOTAL CURRENT ASSETS	561,905	514,989
PROPERTY, PLANT AND EQUIPMENT
Land and structures	267,046	251,836
Revenue equipment	655,013	633,455
Service, office, and other equipment	137,296	136,145
Software	120,256	116,112
Leasehold improvements	24,649	24,377
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS	1,204,260	1,161,925
Less allowances for depreciation and amortization	779,813	752,075
PROPERTY, PLANT AND EQUIPMENT, net	424,447	409,850
GOODWILL	81,258	77,078
INTANGIBLE ASSETS, net	71,270	72,809
OTHER ASSETS	53,168	52,896
TOTAL ASSETS	1,192,048	1,127,622
CURRENT LIABILITIES
Accounts payable	147,781	120,325
Income taxes payable	4,869	527
Accrued expenses	187,821	194,674
Current portion of long-term debt	24,024	25,256
TOTAL CURRENT LIABILITIES	364,495	340,782
LONG-TERM DEBT, less current portion	136,821	102,474
PENSION AND POSTRETIREMENT LIABILITIES	39,620	42,418
OTHER LIABILITIES	12,295	16,667
DEFERRED INCOME TAXES	59,613	64,398
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2015: 27,784,760 shares; 2014: 27,722,010 shares	278	277
Additional paid-in capital	307,268	303,045
Retained earnings	356,360	338,810
Treasury stock, at cost, 2015: 1,841,165 shares; 2014: 1,677,932 shares	(63,752)	(57,770)
Accumulated other comprehensive loss	(20,950)	(23,479)
TOTAL STOCKHOLDERS' EQUITY	579,204	560,883
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,192,048	$ 1,127,622

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SHARE-BASED COMPENSATION (Details) - Jun. 30, 2015 - $ / shares	Total
Share-based compensation
Number of shares authorized	3,100,000
Restricted Stock Units
Award activity
Outstanding at the beginning of the period (in shares)	1,368,880
Granted (in shares)	261,460
Vested (in shares)	(78,750)
Forfeited (in shares)	(8,560)
Outstanding at the end of the period (in shares)	1,543,030
Weighted-Average Grant Date Fair Value
Granted (in dollars per share)	$ 35.65

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net actuarial gain (loss), tax	$ 1,515	$ (116)	$ 349	$ (3,488)
Pension settlement expense, tax	233	353	668	1,789
Amortization of unrecognized net periodic benefit costs, tax	396	261	796	467
Change in unrealized income (loss) on interest rate swap, tax	158		(77)
Change in foreign currency translation, tax	$ 61	$ 65	$ (126)	$ 41

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GOODWILL AND INTANGIBLE ASSETS (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Finite-lived intangible assets
Weighted Average Amortization Period			13 years
Cost	$ 49,153		$ 49,153		$ 48,474
Accumulated Amortization	13,005		13,005		10,787
Net Value	36,148		36,148		37,687
Indefinite-lived intangible assets
Net Value	35,122		35,122		35,122
Total intangible assets
Cost	84,275		84,275		83,596
Net Value	71,270		71,270		72,809
Amortization expense on intangible assets
Intangible amortization expense	1,100	$ 1,100	2,218	$ 2,137
Minimum
Amortization expense on intangible assets
Annual amortization expense on intangible assets expected for the full years 2015 through 2019			3,000
Maximum
Amortization expense on intangible assets
Annual amortization expense on intangible assets expected for the full years 2015 through 2019			4,000
Trade name
Indefinite-lived intangible assets
Net Value	32,300		32,300		32,300
Other
Indefinite-lived intangible assets
Net Value	2,822		$ 2,822		2,822
Customer relationships
Finite-lived intangible assets
Weighted Average Amortization Period			14 years
Cost	44,921		$ 44,921		44,242
Accumulated Amortization	9,622		9,622		7,971
Net Value	35,299		$ 35,299		36,271
Driver network
Finite-lived intangible assets
Weighted Average Amortization Period			3 years
Cost	3,200		$ 3,200		3,200
Accumulated Amortization	3,200		$ 3,200		2,711
Net Value					489
Other
Finite-lived intangible assets
Weighted Average Amortization Period			8 years
Cost	1,032		$ 1,032		1,032
Accumulated Amortization	183		183		105
Net Value	$ 849		$ 849		$ 927

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2015

GOODWILL AND INTANGIBLE ASSETS

Schedule of goodwill by reportable operating segment

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances at December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	4,180		—		—		3,476		—		704
Balances at June 30, 2015	$	81,258	$	71,096	$	5,352	$	3,476	$	630	$	704

⁽¹⁾ Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of June 30, 2015.

Schedule of intangible assets

	Weighted
	Average	June 30, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)			(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	44,921	$	9,622	$	35,299	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		3,200		—		3,200		2,711		489
Other	8	1,032		183		849		1,032		105		927
	13	49,153		13,005		36,148		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,275	$	13,005	$	71,270	$	83,596	$	10,787	$	72,809

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
INCOME TAXES
Statutory federal tax rate (as a percent)			35.00%
State tax, low end of range of rate (as a percent)			6.00%
State tax, high end of range of rate (as a percent)			6.50%
Effective tax (benefit) rate (as a percent)	39.30%	37.10%	38.80%	34.80%
Benefit from reduced state deferred tax liabilities reflecting enactment of lower tax rates in some states (as a percent)			0.60%	0.80%
Tax benefit from reversal of valuation allowance on foreign tax credit carryovers (as a percent)		2.40%		3.80%
Income taxes paid (in dollars)			$ 2.9	$ 6.0
Income tax refunds received (in dollars)			$ 0.1	$ 2.0

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2015

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Summary of the components of net periodic benefit cost

	Three Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	102		$	70
Interest cost	1,223			1,522			30		49		229			197
Expected return on plan assets	(2,359		)	(2,605		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(48		)	(48		)
Pension settlement expense	597			909			—		—		—			—
Amortization of net actuarial loss	815			636			40		57		213			23
Net periodic benefit cost	$	276		$	462		$	70	$	106	$	496		$	242

	Six Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	203		$	140
Interest cost	2,543			3,242			61		98		457			394
Expected return on plan assets	(4,761		)	(5,436		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(95		)	(95		)
Pension settlement expense	1,716			4,600			—		—		—			—
Amortization of net actuarial loss	1,636			1,134			80		113		426			46
Net periodic benefit cost	$	1,134		$	3,540		$	141	$	211	$	991		$	485

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

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	2,543
Actuarial gain(1)	(1,971		)
Benefits paid	(12,562		)
Projected benefit obligation at June 30, 2015	162,420
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,687
Employer contributions	50
Benefits paid	(12,562		)
Fair value of plan assets at June 30, 2015	149,440
Funded status at June 30, 2015(2)	$	(12,980	)
Accumulated benefit obligation	$	162,420

⁽¹⁾ Actuarial (gain)/loss from remeasurement upon settlements was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rates used to remeasure the PBO upon settlement were 3.5%, 3.0%, and 3.2% at the June 30, 2015, March 31, 2015, and December 31, 2014 measurement dates, respectively.

⁽²⁾ Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at June 30, 2015.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
Balances at Dec. 31, 2013					$ (14,912)
Increase (Decrease) in Stockholders' Equity
Net income						$ 12,015
Other comprehensive income, net of tax					(1,871)	(1,871)
Balances at Jun. 30, 2014					(16,783)
Balances at Dec. 31, 2014	$ 277	$ 303,045	$ 338,810	$ (57,770)	(23,479)	560,883
Balances (in shares) at Dec. 31, 2014	27,722			1,678
Increase (Decrease) in Stockholders' Equity
Net income			20,712			20,712
Other comprehensive income, net of tax					2,529	2,529
Issuance of common stock under share-based compensation plans	$ 1	(1)
Issuance of common stock under share-based compensation plans (in shares)	63
Tax effect of share-based compensation plans		(9)				(9)
Share-based compensation expense		4,233				4,233
Purchase of treasury stock				$ (5,982)		(5,982)
Purchase of treasury stock (in shares)				163
Dividends declared on common stock			(3,162)			(3,162)
Balances at Jun. 30, 2015	$ 278	$ 307,268	$ 356,360	$ (63,752)	$ (20,950)	$ 579,204
Balances (in shares) at Jun. 30, 2015	27,785			1,841

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 5,983	$ 5,731
Other accounts receivable, allowances (in dollars)	$ 962	$ 1,701
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	70,000,000	70,000,000
Common stock, issued shares	27,784,760	27,722,010
Treasury stock, at cost, shares	1,841,165	1,677,932

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2015

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE I — 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
	2015			2014			2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(207		)	(848		)	(231		)	(602		)
Adjusted net income	$	19,760		$	16,360		$	20,481		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Earnings per common share	$	0.76		$	0.63		$	0.79		$	0.44
Diluted
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(203		)	(848		)	(227		)	(602		)
Adjusted net income	$	19,764		$	16,360		$	20,485		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Effect of dilutive securities	571,577			—			556,240			676
Adjusted weighted-average shares and assumed conversions	26,593,451			26,005,105			26,592,615			25,942,046
Earnings per common share	$	0.74		$	0.63		$	0.77		$	0.44

Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested RSUs that receive dividends, which are considered participating securities. Beginning with 2015 grants, the RSU agreements were modified to remove dividend rights and, therefore, the RSUs granted in 2015 are not participating securities. For the three and six months ended June 30, 2015, outstanding stock awards of 0.2 million were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share. For the three and six months ended June 30, 2014, outstanding stock awards of 0.7 million and 0.8 million, respectively, were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	ARCBEST CORP /DE/
Entity Central Index Key	0000894405
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		25,943,595
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

XML

OPERATING SEGMENT DATA

6 Months Ended

Jun. 30, 2015

OPERATING SEGMENT DATA

OPERATING SEGMENT DATA

NOTE J — OPERATING SEGMENT DATA

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

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

The Company’s reportable operating segments are as follows:

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

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

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

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

· Emergency & Preventative Maintenance (FleetNet) includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third-party service providers. FleetNet provides services to the ABF Freight and Panther segments.

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

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

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

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

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

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

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

The following tables reflect reportable operating segment information for the three and six months ended June 30:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
REVENUES
Freight Transportation (ABF Freight)	$	504,371		$	492,857		$	945,578		$	921,728
Premium Logistics (Panther)	80,271			81,425			155,563			153,651
Emergency & Preventative Maintenance (FleetNet)	42,015			38,307			84,504			80,006
Transportation Management (ABF Logistics)	50,419			35,493			97,791			65,210
Household Goods Moving Services (ABF Moving)	32,225			22,855			50,793			37,605
Other and eliminations	(13,186		)	(12,291		)	(24,838		)	(21,650		)
Total consolidated revenues	$	696,115		$	658,646		$	1,309,391		$	1,236,550
OPERATING EXPENSES
Freight Transportation (ABF Freight)
Salaries, wages, and benefits	$	301,639		$	279,372		$	580,010		$	540,527
Fuel, supplies, and expenses	79,647			93,277			158,673			184,067
Operating taxes and licenses	12,322			11,770			24,318			23,263
Insurance	6,267			5,966			12,052			11,361
Communications and utilities	3,766			3,731			7,751			7,973
Depreciation and amortization	18,286			16,841			35,686			33,178
Rents and purchased transportation	52,380			55,549			94,224			102,969
Gain on sale of property and equipment	(594		)	(40		)	(838		)	(243		)
Pension settlement expense(1)	448			708			1,288			3,598
Other	2,118			2,848			4,279			4,382
Total Freight Transportation (ABF Freight)	476,279			470,022			917,443			911,075
Premium Logistics (Panther)
Purchased transportation	58,510			60,185			114,554			114,759
Depreciation and amortization(2)	2,939			2,838			5,863			5,574
Salaries, benefits, insurance, and other	13,984			14,044			29,113			25,596
Total Premium Logistics (Panther)	75,433			77,067			149,530			145,929
Emergency & Preventative Maintenance (FleetNet)	40,998			37,607			82,317			77,905
Transportation Management (ABF Logistics)	48,611			34,639			95,208			63,821
Household Goods Moving Services (ABF Moving)	30,228			22,232			49,159			37,823
Other and eliminations(1)	(8,900		)	(9,873		)	(19,012		)	(18,253		)
Total consolidated operating expenses	$	662,649		$	631,694		$	1,274,645		$	1,218,300

⁽¹⁾ Pension settlement expense totaled $0.6 million (pre-tax) and $0.9 million (pre-tax) on a consolidated basis for the three months ended June 30, 2015 and 2014, respectively, of which $0.4 million and $0.7 million was reported by ABF Freight, $0.1 million and $0.2 million was reported in Other and eliminations, and less than $0.1 million was reported by the asset-light logistics operating segments, for the respective periods. Pension settlement expense totaled $1.7 million (pre-tax) and $4.6 million (pre-tax) on a consolidated basis for the six months ended June 30, 2015 and 2014, respectively, of which $1.3 million and $3.6 million was reported by ABF Freight, $0.3 million and $0.9 million was reported in Other and eliminations, and $0.1 million was reported by the asset-light logistics operating segments, for the respective periods.

⁽²⁾ Depreciation and amortization consists primarily of amortization of intangibles, including customer relationships and software associated with the June 15, 2012 acquisition of Panther.

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands)
OPERATING INCOME
Freight Transportation (ABF Freight)	$	28,092		$	22,835		$	28,135		$	10,653
Premium Logistics (Panther)	4,838			4,358			6,033			7,722
Emergency & Preventative Maintenance (FleetNet)	1,017			700			2,187			2,101
Transportation Management (ABF Logistics)	1,808			854			2,583			1,389
Household Goods Moving Services (ABF Moving)	1,997			623			1,634			(218		)
Other and eliminations	(4,286		)	(2,418		)	(5,826		)	(3,397		)
Total consolidated operating income	$	33,466		$	26,952		$	34,746		$	18,250
OTHER INCOME (COSTS)
Interest and dividend income	$	271		$	194		$	505		$	384
Interest and other related financing costs	(1,025		)	(725		)	(2,027		)	(1,533		)
Other, net	197			950			597			1,315
Total other income (costs)	(557		)	419			(925		)	166
INCOME BEFORE INCOME TAXES	$	32,909		$	27,371		$	33,821		$	18,416

The following table presents operating expenses by category on a consolidated basis for the three and six months ended June 30:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2015		2014		2015		2014
	(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	332,510	$	305,977	$	639,426	$	592,778
Rents, purchased transportation, and other costs of services	200,619		184,179		378,585		348,305
Fuel, supplies, and expenses	78,127		91,291		154,029		180,064
Depreciation and amortization	22,616		21,224		44,848		41,677
Other	28,777		29,023		57,757		55,476
	$	662,649	$	631,694	$	1,274,645	$	1,218,300

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 696,115	$ 658,646	$ 1,309,391	$ 1,236,550
OPERATING EXPENSES	662,649	631,694	1,274,645	1,218,300
OPERATING INCOME	33,466	26,952	34,746	18,250
OTHER INCOME (COSTS)
Interest and dividend income	271	194	505	384
Interest and other related financing costs	(1,025)	(725)	(2,027)	(1,533)
Other, net	197	950	597	1,315
TOTAL OTHER INCOME (COSTS)	(557)	419	(925)	166
INCOME BEFORE INCOME TAXES	32,909	27,371	33,821	18,416
INCOME TAX PROVISION	12,942	10,163	13,109	6,401
NET INCOME	$ 19,967	$ 17,208	$ 20,712	$ 12,015
EARNINGS PER COMMON SHARE
Basic (in dollars per share)	$ 0.76	$ 0.63	$ 0.79	$ 0.44
Diluted (in dollars per share)	$ 0.74	$ 0.63	$ 0.77	$ 0.44
AVERAGE COMMON SHARES OUTSTANDING
Basic (in shares)	26,021,874	26,005,105	26,036,375	25,941,370
Diluted (in shares)	26,593,451	26,005,105	26,592,615	25,942,046
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share)	$ 0.06	$ 0.03	$ 0.12	$ 0.06

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INCOME TAXES

6 Months Ended

Jun. 30, 2015

INCOME TAXES

INCOME TAXES

NOTE D — INCOME TAXES

The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate for the three and six months ended June 30, 2015 was 39.3% and 38.8%, respectively. The effective tax rate for the three and six months ended June 30, 2014 was 37.1% and 34.8%, respectively. The tax rates for the first six months of 2015 and 2014 reflect a benefit of 0.6% and 0.8%, respectively, from reduced state deferred tax liabilities to reflect enactment of lower tax rates in some states. The tax rates for the three- and six-month periods ended June 30, 2014 also reflect a 2.4% and 3.8% benefit, respectively, from the reversal of the valuation allowance on foreign tax credit carryovers.

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

As of June 30, 2015, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at June 30, 2015 and concluded that, other than for certain deferred tax assets related to foreign net operating loss carryforwards, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies.

During the six months ended June 30, 2015, the Company paid state and foreign income taxes of $2.9 million. During the six months ended June 30, 2014, the Company paid federal, state, and foreign taxes of $6.0 million. During the six months ended June 30, 2015 and 2014, the Company received refunds of $0.1 million and $2.0 million, respectively, of federal and state income taxes that were paid in prior years, primarily from loss carryovers.

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GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2015

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

NOTE C — GOODWILL AND INTANGIBLE ASSETS

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

					ABF		ABF
	Total		Panther		Moving		Logistics		FleetNet		Other
	(in thousands)
Balances at December 31, 2014	$	77,078	$	71,096	$	5,352	$	—	$	630	$	—
Goodwill acquired(1)	4,180		—		—		3,476		—		704
Balances at June 30, 2015	$	81,258	$	71,096	$	5,352	$	3,476	$	630	$	704

⁽¹⁾ Goodwill related to the acquisition of Smart Lines Transportation Group, LLC is expected to be fully deductible for tax purposes. The fair value assessment of assets and liabilities acquired with this business was based on preliminary information as of June 30, 2015.

Intangible assets consisted of the following as of June 30, 2015 and December 31, 2014:

	Weighted
	Average	June 30, 2015						December 31, 2014
	Amortization			Accumulated		Net				Accumulated		Net
	Period	Cost		Amortization		Value		Cost		Amortization		Value
	(in years)			(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	44,921	$	9,622	$	35,299	$	44,242	$	7,971	$	36,271
Driver network	3	3,200		3,200		—		3,200		2,711		489
Other	8	1,032		183		849		1,032		105		927
	13	49,153		13,005		36,148		48,474		10,787		37,687
Indefinite-lived intangible assets
Trade name	N/A	32,300		N/A		32,300		32,300		N/A		32,300
Other	N/A	2,822		N/A		2,822		2,822		N/A		2,822
		35,122				35,122		35,122				35,122
Total intangible assets	N/A	$	84,275	$	13,005	$	71,270	$	83,596	$	10,787	$	72,809

Amortization expense on intangible assets totaled $1.1 million and $2.2 million for the three and six months ended June 30, 2015, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2014, respectively. As of June 30, 2015, amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3.0 million and $4.0 million per year for the years ended December 31, 2015 through 2019.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables)

6 Months Ended

Jun. 30, 2015

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Schedule of long-term debt

	June 30		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at June 30, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at June 30, 2015)	35,000		—
Notes payable (weighted average interest rate of 1.9% at June 30, 2015)	54,959		56,759
Capital lease obligations (weighted average interest rate of 5.8% at June 30, 2015)	886		971
	160,845		127,730
Less current portion	24,024		25,256
Long-term debt, less current portion	$	136,821	$	102,474

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

Scheduled maturities of long-term debt obligations

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	26,506	$	1,175	$	436	$	24,684	$	211
Due after one year through two years	25,901		1,685		692		23,308		216
Due after two years through three years	45,853		2,136		35,444		8,051		222
Due after three years through four years	2,896		2,469		—		198		229
Due after four years through five years	71,483		71,347		—		—		136
Total payments	172,639		78,812		36,572		56,241		1,014
Less amounts representing interest	11,794		8,812		1,572		1,282		128
Long-term debt	$	160,845	$	70,000	$	35,000	$	54,959	$	886

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

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

Schedule of assets securing notes payable or held under capital leases

	June 30		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	98,841	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	255		255
Total assets securing notes payable or held under capital leases	100,890		90,640
Less accumulated depreciation and amortization(1)	33,533		26,305
Net assets securing notes payable or held under capital leases	$	67,357	$	64,335

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

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

6 Months Ended

Jun. 30, 2015

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS

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

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

Environmental Matters

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

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

Certain ABF Freight branch facilities operate with storm water permits under the federal Clean Water Act (the “CWA”). The storm water permits require periodic monitoring and reporting of storm water sampling results and establish maximum levels of certain contaminants that may be contained in such samples. ABF Freight received, in late March 2014, a sixty-day Notice of Intent to Sue under the provisions of the CWA from a citizens group alleging multiple violations since 2009 by ABF Freight of the requirements of a storm water permit in force at the ABF Freight branch located in Kent, Washington. On July 6, 2014, the citizens group filed suit against ABF Freight in the United States District Court in Seattle, Washington seeking to collect fines and obtain injunctive relief for the alleged violations. ABF Freight intends to vigorously defend against the claims in this matter. Due to the nature of the materials in the runoff samples taken at the site by Company representatives, it is unlikely that this matter will result in any requirement for remediation of contaminants. The litigation is in the early stages and it is not possible to determine the likelihood of loss or the amount of any penalties which might be assessed against ABF Freight. Therefore, no liability has been established at June 30, 2015 in connection with this matter.

ABF Freight received a similar Notice of Intent to Sue from another citizens group in December 2014 alleging CWA violations at its Brooklyn, New York branch. During the investigation of the allegations contained in the Notice of Intent to Sue, it was determined that the operations at the Brooklyn site were being conducted in a manner protected from storm water and, as a result, the site qualified for exemption from the permitting requirements of the Clean Water Act under a procedure known as “no exposure certification” (“NEC”). In December 2014, ABF Freight made an NEC filing with the New York State Department of Environmental Conservation covering the Brooklyn facility. During first quarter 2015, the citizens group filed suit against ABF Freight in the United States District Court for the Eastern District of New York asserting the violations of the CWA that were identified in the Notice of Intent to Sue and contesting the validity of the NEC filing. The lawsuit is in the early stages and it is not possible to assess potential damages or make an assessment of the probability of future losses at this time. Therefore, no liability has been established at June 30, 2015 in connection with this matter.

At June 30, 2015 and December 31, 2014, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.8 million. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Legal Proceedings

Trademark Infringement

On December 23, 2014, Jaguar Land Rover Limited filed suit against Panther in the Northern District of Ohio under various causes of action, collectively falling under a trademark infringement claim. Panther believes the claim is without merit and will vigorously defend itself against this claim. The litigation process is in the early stages; therefore, it is not possible to determine the likelihood of loss or the amount of any damages that could be assessed against Panther in this matter. Therefore, no liability has been established in connection with this matter as of June 30, 2015.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2015

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE G — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

	June 30			December 31
	2015			2014
	(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit costs	$	(25,480	)	$	(30,140	)
Interest rate swap	(773		)	(576		)
Foreign currency translation	(1,540		)	(1,216		)
	$	(27,793	)	$	(31,932	)
After-tax amounts:
Unrecognized net periodic benefit costs	$	(19,540	)	$	(22,387	)
Interest rate swap	(470		)	(350		)
Foreign currency translation	(940		)	(742		)
	$	(20,950	)	$	(23,479	)

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2015 and 2014:

				Unrecognized			Interest			Foreign
				Net Periodic			Rate			Currency
	Total			Benefit Costs			Swap			Translation
	(in thousands)
Balances at December 31, 2014	$	(23,479	)	$	(22,387	)	$	(350	)	$	(742	)
Other comprehensive income (loss) before reclassifications	230			548			(120		)	(198		)
Amounts reclassified from accumulated other comprehensive loss	2,299			2,299			—			—
Net current-period other comprehensive income (loss)	2,529			2,847			(120		)	(198		)
Balances at June 30, 2015	$	(20,950	)	$	(19,540	)	$	(470	)	$	(940	)
Balances at December 31, 2013	$	(14,912	)	$	(14,386	)	$	—		$	(526	)
Other comprehensive income (loss) before reclassifications	(5,413		)	(5,477		)	—			64
Amounts reclassified from accumulated other comprehensive loss	3,542			3,542			—			—
Net current-period other comprehensive income (loss)	(1,871		)	(1,935		)	—			64
Balances at June 30, 2014	$	(16,783	)	$	(16,321	)	$	—		$	(462	)

The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the six months ended June 30:

	Six Months Ended June 30
	2015			2014
	(in thousands)
Unrecognized Net Periodic Benefit Costs(1)(2)
Amortization of net actuarial loss	$	(2,142	)	$	(1,293	)
Amortization of prior service credit	95			95
Pension settlement expense	(1,716		)	(4,600		)
Total, pre-tax	(3,763		)	(5,798		)
Tax benefit	1,464			2,256
Total, net of tax	$	(2,299	)	$	(3,542	)

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

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

Dividends on Common Stock

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

	2015				2014
	Per Share		Amount		Per Share		Amount
	(in thousands, except per share data)
First quarter	$	0.06	$	1,584	$	0.03	$	819
Second quarter	$	0.06	$	1,578	$	0.03	$	816

On July 28, 2015, the Company’s Board of Directors declared a dividend of $0.06 per share payable to stockholders of record as of August 11, 2015.

Treasury Stock

The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. As of December 31, 2014, the Company had purchased 1,618,150 shares for an aggregate cost of $56.8 million. During the six months ended June 30, 2015, the Company purchased 163,233 shares of its common stock for an aggregate cost of $6.0 million, leaving $12.2 million available for repurchase under the current buyback program.

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS

6 Months Ended

Jun. 30, 2015

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE E — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

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

	June 30		December 31
	2015		2014
	(in thousands)
Credit Facility (interest rate of 1.4% at June 30, 2015)	$	70,000	$	—
Term Loan(1)	—		70,000
Accounts receivable securitization borrowings (interest rate of 1.0% at June 30, 2015)	35,000		—
Notes payable (weighted average interest rate of 1.9% at June 30, 2015)	54,959		56,759
Capital lease obligations (weighted average interest rate of 5.8% at June 30, 2015)	886		971
	160,845		127,730
Less current portion	24,024		25,256
Long-term debt, less current portion	$	136,821	$	102,474

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

Scheduled maturities of long-term debt obligations as of June 30, 2015 were as follows:

					Accounts
					Receivable
			Credit		Securitization		Notes		Capital Lease
	Total		Facility(1)		Program(1)		Payable		Obligations(2)
	(in thousands)
Due in one year or less	$	26,506	$	1,175	$	436	$	24,684	$	211
Due after one year through two years	25,901		1,685		692		23,308		216
Due after two years through three years	45,853		2,136		35,444		8,051		222
Due after three years through four years	2,896		2,469		—		198		229
Due after four years through five years	71,483		71,347		—		—		136
Total payments	172,639		78,812		36,572		56,241		1,014
Less amounts representing interest	11,794		8,812		1,572		1,282		128
Long-term debt	$	160,845	$	70,000	$	35,000	$	54,959	$	886

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

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

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

	June 30		December 31
	2015		2014
	(in thousands)
Revenue equipment	$	98,841	$	88,591
Land and structures (terminals)	1,794		1,794
Service, office, and other equipment	255		255
Total assets securing notes payable or held under capital leases	100,890		90,640
Less accumulated depreciation and amortization(1)	33,533		26,305
Net assets securing notes payable or held under capital leases	$	67,357	$	64,335

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

Financing Arrangements

Credit Facility

On January 2, 2015, the Company and its lenders entered into an agreement to amend and restate the Company’s credit agreement (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement refinanced the $70.0 million Term Loan, which was outstanding under the credit agreement at December 31, 2014, with a revolving credit facility (the “Credit Facility”). The Credit Facility has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows the Company to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity on January 2, 2020; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Amended and Restated Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Amended and Restated Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Amended and Restated Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s adjusted leverage ratio (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. The Company was in compliance with the covenants under the Amended and Restated Credit Agreement at June 30, 2015.

Interest Rate Swap

In November 2014, in contemplation of the Credit Facility, the Company entered into a five-year forward-starting interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. Effective January 2, 2015, the Company began receiving floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of June 30, 2015. The fair value of the interest rate swap of $0.8 million and $0.6 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2015 and December 31, 2014, respectively. At June 30, 2015, the unrealized loss on the interest rate swap instrument was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity, and the change in the unrealized loss on the interest rate swap for the three and six months ended June 30, 2015 was reported in other comprehensive loss, net of tax, in the consolidated statement of comprehensive income. The interest rate swap is subject to certain customary provisions that could allow the counterparty to request immediate payment of the fair value liability upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreement at June 30, 2015.

Accounts Receivable Securitization Program

On January 2, 2015, the Company entered into an amendment to extend the maturity date of its accounts receivable securitization program with PNC Bank until January 2, 2018.  On February 1, 2015, the Company amended and restated the accounts receivable securitization program to increase the amount of cash proceeds provided under the facility from $75.0 million to $100.0 million, with an accordion feature allowing the Company to request additional borrowings up to $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of June 30, 2015, $35.0 million was borrowed under the accounts receivable securitization program. The Company was in compliance with the covenants under the accounts receivable securitization program as of June 30, 2015.

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, 2015, standby letters of credit of $20.4 million have been issued under the program, which reduced the available borrowing capacity to $44.6 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2015, the Company had letters of credit outstanding of $22.3 million (including $20.4 million issued under the accounts receivable securitization program), of which $1.4 million were collateralized by restricted cash. The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2015, surety bonds outstanding related to the self-insurance program totaled $45.0 million.

Notes Payable and Capital Leases

ABF Freight has financed the purchase of certain revenue equipment through promissory note arrangements, including $12.7 million of revenue equipment during the three and six months ended June 30, 2015. The Company has financed revenue equipment, real estate, and certain other equipment through capital lease agreements, but did not enter into such agreements in the six months ended June 30, 2015.

ABF Freight financed the purchase of an additional $17.2 million of revenue equipment through promissory note arrangements during July 2015.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

6 Months Ended

Jun. 30, 2015

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

NOTE F — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

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

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

	Three Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	102		$	70
Interest cost	1,223			1,522			30		49		229			197
Expected return on plan assets	(2,359		)	(2,605		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(48		)	(48		)
Pension settlement expense	597			909			—		—		—			—
Amortization of net actuarial loss	815			636			40		57		213			23
Net periodic benefit cost	$	276		$	462		$	70	$	106	$	496		$	242

	Six Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Plan				Health Benefit Plan
	2015			2014			2015		2014		2015			2014
	(in thousands)
Service cost	$	—		$	—		$	—	$	—	$	203		$	140
Interest cost	2,543			3,242			61		98		457			394
Expected return on plan assets	(4,761		)	(5,436		)	—		—		—			—
Amortization of prior service credit	—			—			—		—		(95		)	(95		)
Pension settlement expense	1,716			4,600			—		—		—			—
Amortization of net actuarial loss	1,636			1,134			80		113		426			46
Net periodic benefit cost	$	1,134		$	3,540		$	141	$	211	$	991		$	485

Nonunion Defined Benefit Pension Plan

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

In consideration of the freeze of the accrual of benefits, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. The Company recognized pension settlement expense as a component of net periodic benefit cost for the three and six months ended June 30, 2014 of $0.9 million (pre-tax), or $0.6 million (after-tax), and $4.6 million (pre-tax), or $2.8 million (after-tax), respectively, related to the $25.4 million nonparticipating annuity contract purchased in first quarter 2014 and to lump-sum distributions which amounted to $8.4 million and $22.5 million for the three and six months ended June 30, 2014, respectively.

The Company recognized total settlement expense as a component of net periodic benefit cost for the three and six months ended June 30, 2015 of $0.6 million (pre-tax), or $0.4 million (after-tax), and $1.7 million (pre-tax), or $1.0 million (after-tax), respectively, related to lump-sum distributions which amounted to $4.8 million and $12.4 million for the three and six months ended June 30, 2015, respectively. Upon recognition of pension settlement expense, a corresponding reduction in the unrecognized net actuarial loss of the plan is recorded. The remaining pre-tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2015.

The following table discloses the changes in the projected benefit obligation (the “PBO”) and plan assets of the nonunion defined benefit pension plan for the six months ended June 30, 2015:

	Nonunion Defined
	Benefit Pension Plan
	(in thousands)
Change in projected benefit obligation
Projected benefit obligation at December 31, 2014	$	174,410
Interest cost	2,543
Actuarial gain(1)	(1,971		)
Benefits paid	(12,562		)
Projected benefit obligation at June 30, 2015	162,420
Change in plan assets
Fair value of plan assets at December 31, 2014	158,265
Actual return on plan assets	3,687
Employer contributions	50
Benefits paid	(12,562		)
Fair value of plan assets at June 30, 2015	149,440
Funded status at June 30, 2015(2)	$	(12,980	)
Accumulated benefit obligation	$	162,420

⁽¹⁾ Actuarial (gain)/loss from remeasurement upon settlements was primarily impacted by changes in the discount rate since the previous remeasurement date. The discount rates used to remeasure the PBO upon settlement were 3.5%, 3.0%, and 3.2% at the June 30, 2015, March 31, 2015, and December 31, 2014 measurement dates, respectively.

⁽²⁾ Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at June 30, 2015.

Based upon currently available actuarial information, the Company does not have a required minimum contribution to its nonunion defined benefit pension plan for 2015. The plan has a revised adjusted funding target attainment percentage (“AFTAP”) of 108.5% as of the January 1, 2015 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes.

Multiemployer Plans

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

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the

Multiemployer Pension Reform Act of 2014 (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the Pension Benefit Guaranty Corporation for the suspension of certain benefits. Any actions taken by trustees of multiemployer pension plans under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under the ABF NMFA. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees.

Approximately one half of ABF Freight’s total contributions to multiemployer pension plans are made to the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”). The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 48.4% as of January 1, 2014. ABF Freight received an Actuarial Status Certification for the Central States Pension Plan dated March 31, 2015, in which the plan’s actuary certified that, as of January 1, 2015, the plan was in critical and declining status, as defined by the Reform Act. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime in the current plan year or during the next 14 plan years, or if the plan is projected to become insolvent within the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%.

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

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SHARE-BASED COMPENSATION

6 Months Ended

Jun. 30, 2015

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

NOTE H — SHARE-BASED COMPENSATION

Stock Awards

As of June 30, 2015, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan, as amended, provides for the granting of 3.1 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights, restricted stock, or restricted stock units (“RSUs”).

Restricted Stock Units

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

	Units
Outstanding — January 1, 2015	1,368,880
Granted	261,460
Vested	(78,750	)
Forfeited	(8,560	)
Outstanding — June 30, 2015	1,543,030

The RSUs granted during the period had a weighted-average grant date fair value of $35.65 per share.

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GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Goodwill by reportable operating segment
Balance at the beginning of the period	$ 77,078
Goodwill acquired	4,180
Balance at the end of the period	81,258
Premium Logistics (Panther)
Goodwill by reportable operating segment
Balance at the beginning of the period	71,096
Balance at the end of the period	71,096
Household Goods Moving Services (ABF Moving)
Goodwill by reportable operating segment
Balance at the beginning of the period	5,352
Balance at the end of the period	5,352
Transportation Management (ABF Logistics)
Goodwill by reportable operating segment
Goodwill acquired	3,476
Balance at the end of the period	3,476
Emergency & Preventative Maintenance (FleetNet)
Goodwill by reportable operating segment
Balance at the beginning of the period	630
Balance at the end of the period	630
Other
Goodwill by reportable operating segment
Goodwill acquired	704
Balance at the end of the period	$ 704

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2015

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

	June 30		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	138,441	$	99,615
Variable rate demand notes(1)(2)	14,972		16,326
Money market funds(3)	38,603		41,101
	$	192,016	$	157,042
Short-term investments
Certificates of deposit(1)	$	53,836	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,387	$	1,386

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

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

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

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

Schedule of fair value and carrying value disclosures of financial instruments

	June 30				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	54,959		54,894		56,759		56,743
	$	159,959	$	159,894	$	126,759	$	126,743

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

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

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

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

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

	June 30		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	38,603	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,091		2,968
	$	40,694	$	44,069
Liabilities:
Interest rate swap(4)	$	773	$	576

⁽¹⁾ Included in cash and cash equivalents.

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

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

⁽⁴⁾ Included in other long-term liabilities. The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

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SHARE-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2015

SHARE-BASED COMPENSATION

Summary of the Company's restricted stock unit award program

	Units
Outstanding — January 1, 2015	1,368,880
Granted	261,460
Vested	(78,750	)
Forfeited	(8,560	)
Outstanding — June 30, 2015	1,543,030

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LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Details) $ in Millions	6 Months Ended
	Jun. 30, 2015 USD ($) tank state	Dec. 31, 2014 USD ($)
Underground fuel storage tanks
Environmental Matters
Number of underground tanks where the company's subsidiaries store fuel for use in tractors and trucks | tank	63
Number of states in which underground tanks are located | state	19
Clean Water Act | Kent, Washington branch | Freight Transportation (ABF Freight)
Environmental Matters
Reserve for environmental contingencies	$ 0.0
Clean Water Act | Brooklyn, New York branch | Freight Transportation (ABF Freight)
Environmental Matters
Reserve for environmental contingencies	0.0
Environmental cleanup costs
Environmental Matters
Reserve for environmental contingencies	$ 0.8	$ 0.8

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STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Loss
Total after-tax amount	$ 579,204	$ 560,883
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss
Total pre-tax amount	(27,793)	(31,932)
Total after-tax amount	(20,950)	(23,479)	$ (16,783)	$ (14,912)
Unrecognized Net Periodic Benefit Costs
Accumulated Other Comprehensive Loss
Total pre-tax amount	(25,480)	(30,140)
Total after-tax amount	(19,540)	(22,387)	(16,321)	(14,386)
Interest Rate Swap
Accumulated Other Comprehensive Loss
Total pre-tax amount	(773)	(576)
Total after-tax amount	(470)	(350)
Foreign Currency Translation
Accumulated Other Comprehensive Loss
Total pre-tax amount	(1,540)	(1,216)
Total after-tax amount	$ (940)	$ (742)	$ (462)	$ (526)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME	$ 19,967	$ 17,208	$ 20,712	$ 12,015
Pension and other postretirement benefit plans:
Net actuarial gain (loss), net of tax of: (2015 - Three-month period $1,515, Six-month period $349; 2014 - Three-month period $116, Six-month $3,488)	2,379	(181)	548	(5,477)
Pension settlement expense, net of tax of: (2015 - Three-month period $233, Six-month period $668; 2014 - Three-month period $353, Six-month period $1,789)	364	556	1,048	2,811
Amortization of unrecognized net periodic benefit costs, net of tax of: (2015 - Three-month period $396, Six-month $796; 2014 - Three-month period $261, Six-month period $467):
Net actuarial loss	653	436	1,309	789
Prior service credit	(29)	(29)	(58)	(58)
Interest rate swap and foreign currency translation:
Change in unrealized income (loss) on interest rate swap, net of tax of: (2015 - Three-month period $158; Six-month period $77)	244		(120)
Change in foreign currency translation, net of tax of: (2015 - Three-month period $61, Six-month period $126; 2014 - Three-month period $65, Six-month period $41)	97	101	(198)	64
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	3,708	883	2,529	(1,871)
TOTAL COMPREHENSIVE INCOME	$ 23,675	$ 18,091	$ 23,241	$ 10,144

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FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2015

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

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

	June 30		December 31
	2015		2014
	(in thousands)
Cash and cash equivalents
Cash deposits(1)	$	138,441	$	99,615
Variable rate demand notes(1)(2)	14,972		16,326
Money market funds(3)	38,603		41,101
	$	192,016	$	157,042
Short-term investments
Certificates of deposit(1)	$	53,836	$	45,909
Restricted cash(4)
Cash deposits(1)	$	1,387	$	1,386

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

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

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

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

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

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year.  However, certain cash deposits and certificates of deposit may exceed federally insured limits. Cash and cash equivalents totaling $75.9 million and $77.3 million were not FDIC insured at June 30, 2015 and December 31, 2014, respectively.

Fair Value Disclosure of Financial Instruments

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

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

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

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

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

	June 30				December 31
	2015				2014
	(in thousands)
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Credit Facility(1)	$	70,000	$	70,000	$	—	$	—
Term Loan(2)	—		—		70,000		70,000
Accounts receivable securitization borrowings(3)	35,000		35,000		—		—
Notes payable(4)	54,959		54,894		56,759		56,743
	$	159,959	$	159,894	$	126,759	$	126,743

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

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

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

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

Assets and Liabilities Measured at Fair Value on Recurring Basis

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

	June 30		December 31
	2015		2014
	(in thousands)
Assets:
Money market funds(1)(3)	$	38,603	$	41,101
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan(2)(3)	2,091		2,968
	$	40,694	$	44,069
Liabilities:
Interest rate swap(4)	$	773	$	576

⁽¹⁾ Included in cash and cash equivalents.

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

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

⁽⁴⁾ Included in other long-term liabilities. The interest rate swap fair value was determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves (Level 2 of the fair value hierarchy) adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty (Level 3 of the fair value hierarchy). The Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2015 and December 31, 2014 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2015

EARNINGS PER SHARE

Schedule of computation of basic and diluted earnings per share

	Three Months Ended						Six Months Ended
	June 30						June 30
	2015			2014			2015			2014
	(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(207		)	(848		)	(231		)	(602		)
Adjusted net income	$	19,760		$	16,360		$	20,481		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Earnings per common share	$	0.76		$	0.63		$	0.79		$	0.44
Diluted
Numerator:
Net income	$	19,967		$	17,208		$	20,712		$	12,015
Effect of unvested restricted stock unit awards	(203		)	(848		)	(227		)	(602		)
Adjusted net income	$	19,764		$	16,360		$	20,485		$	11,413
Denominator:
Weighted-average shares	26,021,874			26,005,105			26,036,375			25,941,370
Effect of dilutive securities	571,577			—			556,240			676
Adjusted weighted-average shares and assumed conversions	26,593,451			26,005,105			26,592,615			25,942,046
Earnings per common share	$	0.74		$	0.63		$	0.77		$	0.44

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LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Details 2) - Secured notes payable and capital leases - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Financing Arrangements
Total assets securing notes payable or held under capital leases	$ 100,890	$ 90,640
Less accumulated depreciation and amortization	33,533	26,305
Net assets securing notes payable or held under capital leases	67,357	64,335
Revenue equipment
Financing Arrangements
Total assets securing notes payable or held under capital leases	98,841	88,591
Land and structures (terminals)
Financing Arrangements
Total assets securing notes payable or held under capital leases	1,794	1,794
Service, office, and other equipment
Financing Arrangements
Total assets securing notes payable or held under capital leases	$ 255	$ 255

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

6 Months Ended

Jun. 30, 2015

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

New accounting pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting pronouncement related to revenue recognition (FASB ASC Topic 606), which amends the guidance in former ASC Topic 605, Revenue Recognition. The new standard provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. In July 2015, the FASB announced its decision to defer the effective date of the new standard for one year, making the standard effective for the Company on January 1, 2018. The Company is evaluating the impact of the new standard on the consolidated financial statements.

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

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

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

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