8-K

June 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 5, 2020 (May 5, 2020)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

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

the registrant's principal executive offices)

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

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

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

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

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

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

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

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

Emerging growth company☐

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

ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 5, 2020, ArcBest^® (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited first quarter 2020 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Additional supplemental and other information to be used in connection with the scheduled conference call to discuss the first quarter results is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

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

Management believes EBITDA and Adjusted EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in ArcBest’s credit agreement. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, ArcBest’s reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press release of ArcBest dated May 5, 2020
99.2	Supplemental and other information
104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ARCBEST CORPORATION
		(Registrant)
Date:	May 5, 2020	/s/ Michael R. Johns
		Michael R. Johns
		Vice President – General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

Investor Relations Contact: David Humphrey

Title: Vice President – Investor Relations

Phone: 479-785-6200 

Email: dhumphrey@arcb.com 

ArcBest® Announces First Quarter 2020 Results

· First quarter 2020 revenue of $701.4 million, and net income of $1.9 million, or $0.07 per diluted share.  On a non‑GAAP1 basis, first quarter 2020 net income was $9.4 million, or $0.36 per diluted share.

· Asset-Based tonnage growth and cost management resulted in solid profitability 

· Asset-Light business impacted by lower demand and reduced revenue per shipment

· COVID-19 pandemic did not significantly impact first quarter financial results

FORT SMITH, Arkansas, May 5, 2020 — ArcBest® (Nasdaq: ARCB) a leading logistics company today reported first quarter 2020 revenue of $701.4 million compared to first quarter 2019 revenue of $711.8 million.  First quarter 2020 operating income was $7.8 million compared to operating income of $8.6 million in the same period last year.  Net income was $1.9 million or $0.07 per diluted share compared to first quarter 2019 net income of $4.9 million, or $0.18 per diluted share.

Excluding certain items in both periods as identified in the attached reconciliation tables, non-GAAP operating income was $12.4 million in first quarter 2020 compared to first quarter 2019 non-GAAP operating income of $11.3 million.  On a non-GAAP basis, net income was $9.4 million, or $0.36 per diluted share, in first quarter 2020 compared to first quarter 2019 net income of $6.7 million, or $0.25 per diluted share.  

“The effects of the coronavirus pandemic began impacting our customers’ businesses in late March,” said Judy R. McReynolds, Chairman, President and CEO of ArcBest.  “In some cases, we began handling new shipments related to the pandemic while we also started to experience impacts of reduced demand and facility closures from other customers.  Though this contributed to reductions in shipments, and revenue that was somewhat below previous expectations, operational resources and the associated costs were effectively managed to available business levels.  As a result, the COVID-19 pandemic did not have a significant impact on our financial results in first quarter 2020.  In fact, it was one of the best first quarters in our company’s history.  However, in April we experienced significant business declines in all operating segments.”2

1

First Quarter Results of Operations Comparisons

Asset-Based

First Quarter 2020 Versus First Quarter 2019

· Revenue of $515.7 million compared to $506.1 million, a per-day increase of 0.3 percent.

· Total tonnage per day increase of 4.6 percent, with a low single-digit percentage increase in LTL-rated tonnage combined with a double-digit percentage increase in TL-rated spot shipment tonnage moving in the Asset-Based network.

· Total shipments per day decrease of 2.2 percent.  Total weight per shipment increase of 6.9 percent and an increase of 3.6 percent in LTL-rated weight per shipment impacted by transactional, LTL-rated shipments added during the first quarter.

· Total billed revenue per hundredweight decreased 4.3 percent and was negatively impacted by lower fuel surcharges versus prior year.  Excluding fuel surcharge, the percentage increase on LTL-rated freight was in the low-single digits.

· Operating income of $13.2 million and an operating ratio of 97.4 percent compared to the prior year quarter operating income of $13.6 million and an operating ratio of 97.3 percent.  On a non-GAAP basis, operating income of $17.8 million and an operating ratio of 96.5 percent compared to the prior year quarter operating income of $15.4 million and an operating ratio of 96.9 percent.

Despite a reduction in average daily shipments, first quarter tonnage in the Asset-Based business increased partially due to spot, truckload-rated shipments and transactional LTL-rated shipments added throughout the quarter.  These larger sized shipments contributed to increases in weight per shipment and revenue per shipment.  As a result, total first quarter Asset-Based revenue increased despite fewer shipments and a decline in fuel surcharge revenue.  Total first quarter revenue per hundredweight decreased due to freight mix changes related to the addition of these transactional shipments.  However, pricing on ABF Freight’s traditional published and contractual business reflected solid increases in the midst of a rational pricing environment in the marketplace.

The operational efficiencies gained from increased tonnage moving through the ABF Freight network resulted in improvements in various cost metrics.  During this year’s first quarter, Asset-Based results also benefited from an asset sale. 

Asset-Light3

First Quarter 2020 Versus First Quarter 2019

· Revenue of $217.2 million compared to $226.5 million, a per-day decrease of 5.6 percent.

· An operating loss of $0.4 million compared to operating income of $3.2 million.

· Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $2.5 million compared to Adjusted EBITDA of $6.7 million.

First quarter revenue in the Asset-Light ArcBest segment was below the prior year due to a reduction in total shipments combined with lower revenue per shipment in both the expedite and truckload brokerage businesses.  Purchased transportation expense was below the prior year’s first quarter but not at the rate of the decline in revenue, thus pressuring shipment margins and contributing to this segment’s operating loss.  This was particularly the case in the truckload brokerage business despite an increase in the average number of brokerage shipments handled each day.  As seen in recent quarters, reduced demand for expedited services was related to customers having access to capacity options in the marketplace and weakness in the auto and manufacturing sectors.  At FleetNet, a decrease in total events resulted in reduced revenue and lower operating income compared to the prior year period.

2

April 2020 Business Update and Actions Taken to Address Reduced Business Levels

The significant April 2020 business decline2 due to COVID-19 resulted in a year-over-year and a sequential consolidated revenue reduction of approximately 20 percent during the month.  In anticipation of these lower business levels, primarily in the Asset-Based segment, ArcBest implemented a number of actions in late March and early April to mitigate the operating and financial impact of the COVID-19 pandemic. As outlined in the following paragraphs, these previously announced proactive measures were intended to preserve financial flexibility and to lower costs.

ArcBest drew down the $180 million remaining available borrowing capacity of its Senior Secured Revolving Credit Facility and borrowed $45 million under its Accounts Receivable Securitization Program. The funds supplemented ArcBest’s already strong cash and short-term investments position which, with the addition of these new funds, totaled $531 million as of March 31, 2020.    

For 2020, total net capital expenditures are estimated to range from $95 million to $105 million, a reduction of approximately 30% from the previously disclosed range due to lower business levels experienced in second quarter 2020.  This includes a reduction in revenue equipment purchases of $18 million from the previously disclosed amount of $82 million. Considering the changes in projected capital expenditures for 2020, depreciation and amortization is now estimated to be approximately $110 million.

ArcBest has implemented cost reductions that include, but are not limited to, a 15% decrease in the salaries or work hours of all nonunion employees and suspension of the employer match of ArcBest’s nonunion 401(k) Plan.  As recently announced, the fees paid to ArcBest’s board members and to the board committee chairpersons are being reduced by 15%.  When compared to second quarter 2019, ArcBest anticipates that the second quarter 2020 expense reductions associated with these compensation and other cost reductions implemented in response to the pandemic will be in a range of $15 million to $20 million, provided the measures are maintained throughout second quarter 2020.

In addition, operational changes in the ABF Freight network designed to reduce costs have been made including workforce reductions to better align resources with business levels. However, cost reductions may not directly correspond during dramatic changes in business levels.

ArcBest’s preliminary April 30, 2020 consolidated cash and short-term investments, net of debt, increased to approximately $12 million net cash compared to the $3 million net debt position at March 31, 2020, reflecting positive EBITDA for the month of April 2020.

Closing Comments

“These are truly extraordinary times and the duration and magnitude of COVID-19’s total impact are not fully understood,” said McReynolds.  “We believe that the broad array of logistics services that ArcBest offers are critical to our nation’s recovery.  The knowledge and experience that our employees provide in crafting adaptive supply chain solutions will be an important resource for our customers as the nation begins to return to a level of normalcy. We entered this challenging period in a position of financial strength and the steps we have taken to further enhance our liquidity and reduce our costs will help us navigate through the coming days.  In times of crisis, our industry is vital in playing a key role to ensure essential goods such as medical supplies and food are available when and where they are needed. The work we do here at ArcBest is important to our nation’s recovery, and we will continue serving our customers to meet their logistical needs as we all do our part to get our country back to work again.  I want to thank our 13,000 valued employees who work around the clock to ensure the safe delivery of our services.”

NOTES

1. U.S. Generally Accepted Accounting Principles

2. Discussions of April 2020 business results and certain projections for 2020 are included in Exhibit 99.2 to our first quarter 2020 earnings release filed with the SEC in our Current Report on Form 8‑K.

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

3

Conference Call

ArcBest will host a conference call with company executives to discuss the 2020 first quarter results. The call will be today, Tuesday, May 5, at 9:30 a.m. ET (8:30 a.m. CT). Interested parties are invited to listen by calling (800) 404-8174. Following the call, a recorded playback will be available through the end of the day on June 15, 2020. To listen to the playback, dial (800) 633‑8284 or (402) 977‑9140 (for international callers). The conference call ID for the playback is 21959516. The conference call and playback can also be accessed, through June 15, 2020, on ArcBest’s website at arcb.com.

About ArcBest

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

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995:    Certain statements and information in this press release concerning results for the three months ended March 31, 2020 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; governmental regulations; environmental laws and regulations, including emissions-control regulations; union employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; maintaining our intellectual property rights, brand, and corporate reputation; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“SEC”).

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

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

Financial Data and Operating Statistics

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

4

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31
	2020		2019
	(Unaudited)
	($ thousands, except share and per share data)
REVENUES	$	701,399	$	711,839
OPERATING EXPENSES		693,580		703,248
OPERATING INCOME		7,819		8,591
OTHER INCOME (COSTS)
Interest and dividend income		1,375		1,478
Interest and other related financing costs		(2,947)		(2,882)
Other, net		(3,862)		(591)
		(5,434)		(1,995)
INCOME BEFORE INCOME TAXES		2,385		6,596
INCOME TAX PROVISION		483		1,708
NET INCOME	$	1,902	$	4,888
EARNINGS PER COMMON SHARE(1)
Basic	$	0.07	$	0.19
Diluted	$	0.07	$	0.18
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,390,377		25,570,415
Diluted		26,246,800		26,512,349
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08

¹⁾ ArcBest uses the two-class method for calculating earnings per share. This method requires an allocation of dividends paid and a portion of undistributed net income (but not losses) to unvested restricted stock for calculating per share amounts.

5

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	March 31		December 31
	2020		2019
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	352,165	$	201,909
Short-term investments		178,810		116,579
Accounts receivable, less allowances (2020 - $6,111; 2019 - $5,448)		278,783		282,579
Other accounts receivable, less allowances (2020 - $646; 2019 - $476)		15,276		18,774
Prepaid expenses		33,806		30,377
Prepaid and refundable income taxes		6,231		9,439
Other		4,460		4,745
TOTAL CURRENT ASSETS		869,531		664,402
PROPERTY, PLANT AND EQUIPMENT
Land and structures		343,527		342,122
Revenue equipment		885,949		896,020
Service, office, and other equipment		230,163		233,354
Software		154,749		151,068
Leasehold improvements		11,022		10,383
		1,625,410		1,632,947
Less allowances for depreciation and amortization		961,950		949,355
		663,460		683,592
GOODWILL		88,320		88,320
INTANGIBLE ASSETS, NET		57,873		58,832
OPERATING RIGHT-OF-USE ASSETS		73,324		68,470
DEFERRED INCOME TAXES		8,145		7,725
OTHER LONG-TERM ASSETS		73,703		79,866
	$	1,834,356	$	1,651,207
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	127,625	$	134,374
Income taxes payable		31		12
Accrued expenses		217,678		232,321
Current portion of long-term debt		56,977		57,305
Current portion of operating lease liabilities		20,542		20,265
TOTAL CURRENT LIABILITIES		422,853		444,277
LONG-TERM DEBT, less current portion		476,945		266,214
OPERATING LEASE LIABILITIES, less current portion		56,716		52,277
POSTRETIREMENT LIABILITIES, less current portion		20,411		20,294
OTHER LONG-TERM LIABILITIES		35,058		38,892
DEFERRED INCOME TAXES		63,167		66,210
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares;      issued 2020: 28,817,109 shares; 2019: 28,810,902 shares		288		288
Additional paid-in capital		336,064		333,943
Retained earnings		532,858		533,187
Treasury stock, at cost, 2020: 3,554,639 shares; 2019: 3,404,639 shares		(107,740)		(104,578)
Accumulated other comprehensive income (loss)		(2,264)		203
TOTAL STOCKHOLDERS’ EQUITY		759,206		763,043
	$	1,834,356	$	1,651,207

Note:  The balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

6

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31
	2020		2019
	Unaudited
	($ thousands)
OPERATING ACTIVITIES
Net income	$	1,902	$	4,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,032		25,409
Amortization of intangibles		981		1,128
Pension settlement expense		89		1,356
Share-based compensation expense		2,181		2,058
Provision for losses on accounts receivable		1,383		112
Change in deferred income taxes		(2,815)		(584)
Gain on sale of property and equipment		(2,130)		(43)
Changes in operating assets and liabilities:
Receivables		3,874		3,931
Prepaid expenses		(3,429)		(5,760)
Other assets(1)		5,800		(141)
Income taxes		2,949		(4,313)
Operating right-of-use assets and lease liabilities, net(1)		(138)		40
Multiemployer pension fund withdrawal liability		(150)		(143)
Accounts payable, accrued expenses, and other liabilities(1)		(15,400)		(31,309)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		23,129		(3,371)
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(6,738)		(15,543)
Proceeds from sale of property and equipment		4,692		1,039
Purchases of short-term investments		(73,973)		(13,790)
Proceeds from sale of short-term investments		12,210		4,998
Capitalization of internally developed software		(3,342)		(2,656)
NET CASH USED IN INVESTING ACTIVITIES		(67,151)		(25,952)
FINANCING ACTIVITIES
Borrowings under credit facilities		180,000		—
Borrowings under accounts receivable securitization program		45,000		—
Payments on long-term debt		(14,598)		(15,217)
Net change in book overdrafts		(10,869)		(2,524)
Payment of common stock dividends		(2,033)		(2,052)
Purchases of treasury stock		(3,162)		(2,663)
Payments for tax withheld on share-based compensation		(60)		(8)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		194,278		(22,464)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		150,256		(51,787)
Cash and cash equivalents at beginning of period		201,909		190,186
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	352,165	$	138,399
NONCASH INVESTING ACTIVITIES
Equipment and other financings	$	—	$	—
Accruals for equipment received	$	39	$	2,878
Lease liabilities arising from obtaining right-of-use assets	$	10,370	$	18,144

¹⁾ Certain reclassifications were made to the prior year’s consolidated statement of cash flows to conform to the current year presentation of “Operating right-of-use assets and lease liabilities, net” on a separate line.

7

ARCBEST CORPORATION

FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS

	Three Months Ended
	March 31
	2020				2019
	Unaudited
	($ thousands, except percentages)
REVENUES
Asset-Based	$	515,713			$	506,079
ArcBest		164,775				173,204
FleetNet		52,439				53,259
Total Asset-Light		217,214				226,463
Other and eliminations		(31,528)				(20,703)
Total consolidated revenues	$	701,399			$	711,839
OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	283,838	55.0	%	$	280,276	55.4	%
Fuel, supplies, and expenses(1)		61,225	11.9			63,972	12.7
Operating taxes and licenses		12,794	2.5			12,398	2.4
Insurance		7,824	1.5			7,991	1.6
Communications and utilities(1)		4,711	0.9			4,616	0.9
Depreciation and amortization(1)		23,270	4.5			20,961	4.1
Rents and purchased transportation(1)		55,770	10.8			49,306	9.7
Shared services(1)		48,885	9.5			50,295	9.9
Gain on sale of property and equipment		(2,164)	(0.4)			(34)	—
Innovative technology costs(1)(2)		4,533	0.9			1,802	0.4
Other(1)		1,787	0.3			881	0.2
Total Asset-Based		502,473	97.4	%		492,464	97.3	%
ArcBest
Purchased transportation		137,182	83.3	%		140,105	80.9	%
Supplies and expenses		2,280	1.4			2,774	1.6
Depreciation and amortization(3)		2,470	1.5			3,151	1.8
Shared services		21,727	13.2			23,031	13.3
Other		2,525	1.5			2,413	1.4
		166,184	100.9	%		171,474	99.0	%
FleetNet		51,399	98.0	%		51,771	97.2	%
Total Asset-Light		217,583				223,245
Other and eliminations		(26,476)				(12,461)
Total consolidated operating expenses	$	693,580	98.9	%	$	703,248	98.8	%
OPERATING INCOME (LOSS)
Asset-Based	$	13,240			$	13,615
ArcBest		(1,409)				1,730
FleetNet		1,040				1,488
Total Asset-Light		(369)				3,218
Other and eliminations(4)		(5,052)				(8,242)
Total consolidated operating income	$	7,819			$	8,591

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

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

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

⁴⁾ “Other and eliminations” includes corporate costs for certain unallocated shared service costs which are not attributable to any segment, additional investments to offer comprehensive transportation and logistics services across multiple operating segments, and other investments in ArcBest technology and innovations, including innovative technology costs.

8

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

Non-GAAP Financial Measures

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

	Three Months Ended
	March 31
	2020		2019
ArcBest Corporation - Consolidated	(Unaudited)
	($ thousands, except per share data)
Operating Income
Amounts on GAAP basis	$	7,819	$	8,591
Innovative technology costs, pre-tax(1)		4,600		2,758
Non-GAAP amounts	$	12,419	$	11,349
Net Income
Amounts on GAAP basis	$	1,902	$	4,888
Innovative technology costs, after-tax (includes related financing costs)(1)		3,570		2,095
Nonunion pension expense, including settlement, after-tax(2)		66		1,287
Life insurance proceeds and changes in cash surrender value		3,805		(1,614)
Tax expense (benefit) from vested RSUs(3)		20		(2)
Non-GAAP amounts	$	9,363	$	6,654
Diluted Earnings Per Share
Amounts on GAAP basis	$	0.07	$	0.18
Innovative technology costs, after-tax (includes related financing costs)(1)		0.14		0.08
Nonunion pension expense, including settlement, after-tax(2)		—		0.05
Life insurance proceeds and changes in cash surrender value		0.14		(0.06)
Tax expense (benefit) from vested RSUs(3)		—		—
Non-GAAP amounts(4)	$	0.36	$	0.25

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

²⁾ For the three months ended March 31, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three months ended March 31, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017. Pension settlements related to benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019.

³⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three months ended March 31, 2020 and 2019.

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

9

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

	Three Months Ended
	March 31
	2020				2019
Segment Operating Income Reconciliations	(Unaudited)
	($ thousands, except percentages)
Asset-Based Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	13,240	97.4	%	$	13,615	97.3	%
Innovative technology costs, pre-tax(1)		4,533	(0.9)			1,802	(0.4)
Non-GAAP amounts	$	17,773	96.5	%	$	15,417	96.9	%
Asset-Light
ArcBest Segment
Operating Income (Loss) ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	(1,409)	100.9	%	$	1,730	99.0	%
FleetNet Segment
Operating Income ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	1,040	98.0	%	$	1,488	97.2	%
Total Asset-Light
Operating Income (Loss) ($) and Operating Ratio (% of revenues)
Amounts on GAAP basis	$	(369)	100.2	%	$	3,218	98.6	%
Other and Eliminations
Operating Loss ($)
Amounts on GAAP basis	$	(5,052)			$	(8,242)
Innovative technology costs, pre-tax(1)		67				956
Non-GAAP amounts	$	(4,985)			$	(7,286)

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

10

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

Effective Tax Rate Reconciliation
ArcBest Corporation - Consolidated
(Unaudited)
($ thousands, except percentages)	Three Months Ended March 31, 2020
			Other		Income		Income
	Operating		Income		Before Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	7,819	$	(5,434)	$	2,385	$	483	$	1,902	20.3	%
Innovative technology costs(1)		4,600		207		4,807		1,237		3,570	25.7
Nonunion pension expense, including settlement(2)		—		89		89		23		66	25.7
Life insurance proceeds and changes in cash surrender value		—		3,805		3,805		—		3,805	—
Tax expense from vested RSUs(3)		—		—		—		(20)		20	—
Non-GAAP amounts	$	12,419	$	(1,333)	$	11,086	$	1,723	$	9,363	15.5	%

	Three Months Ended March 31, 2019
			Other		Income		Income
	Operating		Income		Before Income		Tax		Net
	Income		(Costs)		Taxes		Provision		Income		Tax Rate(4)
Amounts on GAAP basis	$	8,591	$	(1,995)	$	6,596	$	1,708	$	4,888	25.9	%
Innovative technology costs(1)		2,758		63		2,821		726		2,095	25.7
Nonunion pension expense, including settlement(2)		—		1,733		1,733		446		1,287	25.7
Life insurance proceeds and changes in cash surrender value		—		(1,614)		(1,614)		—		(1,614)	—
Tax benefit from vested RSUs(3)		—		—		—		2		(2)	—
Non-GAAP amounts	$	11,349	$	(1,813)	$	9,536	$	2,882	$	6,654	30.2	%

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

²⁾ For the three months ended March 31, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three months ended March 31, 2019, nonunion defined benefit pension expense is presented as a non-GAAP adjustment with pension settlement expense, because expenses related to the plan were excluded from the financial information management used to make operating decisions, as the nonunion defined benefit pension plan was amended to terminate the plan with a termination date of December 31, 2017. Pension settlements related to benefit distributions for the plan termination began in fourth quarter 2018 and were completed in third quarter 2019.

³⁾ The Company recognized the tax impact for the vesting of share-based compensation resulting in excess tax expense (benefit) during the three months ended March 31, 2020 and 2019.

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

11

ARCBEST CORPORATION

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued

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

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

	Three Months Ended
	March 31
	2020		2019
	(Unaudited)
ArcBest Corporation - Consolidated Adjusted EBITDA	($ thousands)
Net Income	$	1,902	$	4,888
Interest and other related financing costs		2,947		2,882
Income tax provision		483		1,708
Depreciation and amortization		29,013		26,537
Amortization of share-based compensation		2,181		2,058
Amortization of net actuarial losses of benefit plans and pension settlement expense(1)		(56)		1,754
Consolidated Adjusted EBITDA	$	36,470	$	39,827

¹⁾ The three months ended March 31, 2020 includes pre-tax pension settlement expense of $0.1 million related to the Company’s supplemental benefit plan. The three months ended March 31, 2019 includes pre-tax pension settlement expense of $1.4 million related to the Company’s nonunion defined benefit pension plan for which plan termination was completed as of December 31, 2019.

	Three Months Ended
	March 31
	2020		2019
Asset-Light Adjusted EBITDA	(Unaudited)
	($ thousands)
ArcBest
Operating Income (Loss)	$	(1,409)	$	1,730
Depreciation and amortization(2)		2,470		3,151
Adjusted EBITDA	$	1,061	$	4,881
FleetNet
Operating Income	$	1,040	$	1,488
Depreciation and amortization		391		317
Adjusted EBITDA	$	1,431	$	1,805
Total Asset-Light
Operating Income (Loss)	$	(369)	$	3,218
Depreciation and amortization(2)		2,861		3,468
Adjusted EBITDA	$	2,492	$	6,686

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

12

ARCBEST CORPORATION

OPERATING STATISTICS

	Three Months Ended
	March 31
	2020		2019		% Change
	(Unaudited)
Asset-Based
Workdays		64.0		63.0
Billed Revenue(1) / CWT	$	33.16	$	34.66	(4.3%)
Billed Revenue(1) / Shipment	$	427.87	$	418.23	2.3%
Shipments		1,203,416		1,210,787	(0.6%)
Shipments / Day		18,803		19,219	(2.2%)
Tonnage (Tons)		776,468		730,409	6.3%
Tons / Day		12,132		11,594	4.6%
Pounds / Shipment		1,290		1,207	6.9%
Average Length of Haul (Miles)		1,042		1,023	1.9%

¹⁾ Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements has not been adjusted for the portion of revenue deferred for financial statement purposes.

	Year Over Year % Change
	Three Months Ended
	March 31, 2020
	(Unaudited)
ArcBest(2)
Revenue / Shipment		(3.3%)
Shipments / Day		(9.8%)

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

###

13

EX-99.2

Exhibit 99.2

ArcBest® is providing this exhibit as supplemental information to its scheduled conference call and the press release announcing the Company’s unaudited first quarter 2020 results filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K. Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Forward-Looking Statements” disclosure at the end of this exhibit.

Non-GAAP Financial Measures

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

Summary Operating and Financial Impacts

(Additional Detailed Information follows)

Asset-Based Segment

1Q’20 Year-over-Year Total Daily Tonnage

· 1Q’20: +4.6%

· January 2020: +5.7%

· February 2020: +7.5%

· March 2020: +1.0%

1Q’20 Year-over-Year Yield Metrics

· Increase in 1Q’20 Billed Rev/Cwt on LTL-rated freight, excluding fuel surcharges: +low-single digits

· Average increase on Contract renewals and Deferred Pricing agreements negotiated during 1Q’20: +4.3%

April 2020 Business Update

Statistics for April 2020, compared to the same period last year:

· Daily Billed Revenue decreased 21%.

· Total Tonnage/Day decreased approximately 14% with double-digit percentage decreases in both LTL-rated tonnage and truckload-rated spot shipment tonnage moving in the Asset-Based network.  Tonnage comparisons with the previous year have been positively impacted by initiatives to fill available Asset-Based equipment capacity with transactional shipments.

· Total Shipments/Day decreased approximately 16%.

· Total Billed Revenue/CWT decreased approximately 7.5%, impacted by lower fuel surcharges and freight mix changes related to the addition of transactional shipments. The decrease in total billed revenue per hundredweight reflects a mid-single digit decrease in billed revenue per hundredweight excluding fuel surcharge on LTL-rated shipments, which was driven by profile changes, combined with lower billed revenue per hundredweight on truckload-rated spot shipments moving in the Asset-Based network. 

1

· Although the April 2020 billed revenue/CWT measure excluding fuel surcharges on LTL-rated shipments was below the prior year, pricing on traditional published business improved compared to April 2019 and sequentially compared to March 2020. In addition, the average increases on contractual renewals and Deferred Pricing agreements negotiated during April 2020 were comparable with the those obtained in the first quarter. As a reminder, in second quarter 2019, Total Billed Revenue/CWT increased 4.1% over the comparable prior year period.

· Total Billed Revenue/Shipment decreased 5.5% and Billed Revenue/LTL-rated Shipment decreased approximately 4%.

· Total Weight/Shipment increased approximately 2% and LTL-rated Weight/Shipment increased approximately 4%.

· Historically, the second quarter operating ratio for the Asset-Based segment seasonally improves versus the first quarter.  However, due to the impact of the COVID-19 pandemic, the 2020 sequential operating ratio comparison for second quarter versus first quarter is not currently expected to be comparable to historic trends and may deteriorate on a sequential basis, depending on business levels through June.  Due to the uncertainties ahead, we are unable to reasonably predict the business impact of the pandemic and the segment’s financial performance. Implementation of the previously announced operational changes and cost reductions may not directly correspond to changes in business levels while serving customers.

2Q’20 Other Items

· 63.5 Working Days, the same number of working days in 2Q’19

· Projected Innovative Technology Costs (non-GAAP item): $5 million vs. $3 million in 2Q’19

Asset-Light ArcBest Operating Segment [Excluding FleetNet]

Statistics for April 2020, compared to the same period last year:

· Total revenue per day decreased approximately 17%.

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

· Purchased transportation expense per day decreased approximately 18%.

· Purchased transportation expense represented approximately 80% of revenues compared to 82% of revenues in the same prior-year period.

· Purchased transportation expense decreased more than the revenue decline resulting in overall margin improvement for the month.  This improvement was driven by additional expedite project business related to the pandemic. The margin improvement combined with the previously mentioned cost reductions are expected to improve profitability levels in the month of April 2020 compared to April 2019 as well as each month of first quarter 2020.

2

ArcBest Consolidated

· The significant Asset-Based and ArcBest Asset-Light April 2020 business declines due to COVID-19 resulted in a year-over-year and a sequential consolidated revenue reduction of 20% during the month.

· Cost savings in 2Q’20, versus 2Q’19 expense, related to cost reductions taken to mitigate the operating and financial impact of the COVID-19 pandemic are expected to be in an approximate range of $15 million to $20 million, provided the measures are maintained throughout second quarter 2020 (previously disclosed in a Form 8-K filed April 7, 2020).

· ABF Freight will continue to manage costs to business levels, including operational changes in the network and workforce reductions in addition to those resource adjustments previously mentioned and implemented.

· ArcBest’s preliminary April 30, 2020 consolidated cash and short-term investments, net of debt, increased to approximately $12 million net cash compared to the $3 million net debt position at March 31, 2020, reflecting positive EBITDA for the month of April 2020.  

· Loss in the “Other and eliminations” segment (non-GAAP basis): $4 million vs. $3 million in 2Q’19

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

· Expense in the “Other, net” line (non-GAAP basis): $0.1 million vs. $0.5 million in 2Q’19

FY’20 – Projected

· Loss in the “Other and eliminations” segment (non-GAAP basis): $20 million vs. $21 million in 2019

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

ArcBest Consolidated Capital Expenditures

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

· Total Net Capital Expenditures, including financed equipment: $95 million to $105 million

· A reduction of approximately 30% from the previously disclosed range

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

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

· Intangible asset amortization: $4 million 

Additional Detailed Information

Asset-Based Segment

Innovative Technology Non-GAAP Costs

ArcBest expects that the previously disclosed innovative technology costs in our Asset-Based business associated with the freight handling pilot test program at ABF Freight, which have been identified as a non-GAAP reconciling item, will approximate $5 million in second quarter 2020 as compared to $3 million in second quarter 2019. In 2019 these costs totaled $14 million.   

Creating a best-in-class customer experience is a fundamental part of our growth strategy and we will continue to make investments in technology, equipment and other areas as customers’ needs evolve.  While ArcBest believes the pilot has potential to provide safer and improved freight-handling, a number of factors will be involved in determining proof of concept and there can be no assurances that pilot testing will be successful or expand beyond current testing locations.

3

Annual Union Profit-Sharing Bonus

As provided in ABF Freight’s current Teamster labor contract, for the full years of 2019 through 2022, ABF Freight’s Teamster employees are eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount is on a GAAP basis. The potential bonus would be based on full-year union employee earnings. While impacted by business and associated labor levels which are subject to change, the estimate of one percent of the annual earnings for the ABF Freight union employees who are eligible for this benefit approximates $5 million of union bonus expense.

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

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

ArcBest Consolidated

Tax Rate

ArcBest’s first quarter 2020 effective GAAP tax rate was 20.3%. The “Effective Tax Rate Reconciliation” table in Exhibit 99.1 of ArcBest’s first quarter 2020 earnings press release shows the reconciliation of GAAP to non-GAAP effective tax rates. 

Prior to the effects of the COVID-19 pandemic on our pre-tax income, our tax rate for the full year of 2020 was estimated to be 25% to 26%, while the effective rate in any quarter may be impacted by items discrete to that period. The extent to which the economic impact of the COVID-19 pandemic may impact our operating results during the remainder of 2020 is uncertain. Thus, ArcBest’s first quarter 2020 tax provision was based on the actual statutory tax rate as opposed to using an annual effective tax rate, because of the inability to provide a reliable estimate of ordinary income for the full year within a reasonable range or the tax effect of non-deductible expenses. Therefore, ArcBest is currently unable to estimate the full year 2020 tax rate.

4

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

We currently estimate the loss in “Other and eliminations” to approximate $4 million in second quarter 2020 and $20 million for full year 2020, both of which are comparable to prior year periods. 

The “Other and eliminations” line includes expenses related to shared services for the delivery of comprehensive transportation and logistics services to ArcBest’s customers.  Shared services represent costs incurred to support all segments including sales, yield, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal and other company-wide services. Shared services are primarily allocated to the reporting segments based upon resource utilization-related metrics, such as shipment levels, and therefore fluctuate with business levels. As a result, the loss in this line tends to be higher in periods when business levels are lower, and consequently allocations to operating segments are lower, which is typically during the first and fourth quarters of the year. However, the negative effects of the COVID-19 pandemic on our second and third quarter business levels may impact the typical seasonal shared services allocations.

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

Subsequent to the September 30, 2019 substantial liquidation of ArcBest’s nonunion pension plan, the “Other, net” line of ArcBest’s income statement primarily includes the costs associated with postretirement plans and changes in cash surrender value of life insurance.  After excluding non-GAAP items detailed in the table below, ArcBest expects the non-GAAP “Other net” expense to approximate $0.1 million in second quarter 2020 and $0.2 million for full year 2020 versus $0.5 million in second quarter 2019 and $1.6 million for full year 2019.  The lower expense in 2020 as compared to 2019 is primarily due to lower expected postretirement plan expense.

Changes in cash surrender value of life insurance reflected a decrease of $3.8 million in first quarter 2020 compared to an increase of $1.6 million in first quarter 2019.  This change was an indication of the significant first quarter 2020 market losses experienced on these assets  ArcBest excludes changes in cash surrender value when presenting non-GAAP net income and EPS.

	Three Months Ended
	March 31
	2020		2019
	(in millions)
Other, net - income (costs)
Amounts on GAAP basis	$	(3.9)	$	(0.6)
Non-GAAP Adjustments:
Nonunion pension expense, including settlement, pre-tax(1)		0.1		1.7
Life insurance proceeds and losses/(gains) in cash surrender value(2)		3.8		(1.6)
Non-GAAP amounts	$	—	$	(0.5)

¹⁾ For the three months ended March 31, 2020, represents pension settlement expense related to the Company’s supplemental benefit plan. For the three months ended March 31, 2019, represents nonunion defined benefit pension and settlement expense.

²⁾ Amounts in parentheses indicate gains.

5

Forward-Looking Statements

Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: a failure of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely, data breach, and/or cybersecurity incidents; the ability to maintain third-party information technology systems or licenses; widespread outbreak of an illness or any other communicable disease and the effects of pandemics, including the COVID-19 pandemic, or any other public health crisis; regulatory measures that may be implemented in response to widespread illness, including the COVID-19 pandemic; ineffectiveness of our business continuity plans to meet our operational needs in the event of adverse external events or conditions; untimely or ineffective development and implementation of, or failure to realize potential benefits associated with, new or enhanced technology or processes, including the pilot test program at ABF Freight, and any write-offs associated therewith; the loss or reduction of business from large customers; competitive initiatives and pricing pressures; general economic conditions and related shifts in market demand, including the impact of and uncertainties related to the COVID-19 pandemic, that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; the ability to manage our cost structure, and the timing and performance of growth initiatives; relationships with employees, including unions, and our ability to attract, retain, and develop employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; our ability to secure independent owner operators and/or operational or regulatory issues related to our use of their services; availability and cost of reliable third-party services; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; governmental regulations; environmental laws and regulations, including emissions-control regulations; union employee wages and benefits, including changes in required contributions to multiemployer plans; litigation or claims asserted against us; the loss of key employees or the inability to execute succession planning strategies; maintaining our intellectual property rights, brand, and corporate reputation; default on covenants of financing arrangements and the availability and terms of future financing arrangements; timing and amount of capital expenditures; self-insurance claims and insurance premium costs; increased prices for and decreased availability of new revenue equipment, decreases in value of used revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; potential impairment of goodwill and intangible assets; the cost, integration, and performance of any recent or future acquisitions; seasonal fluctuations and adverse weather conditions; regulatory, economic, and other risks arising from our international business; acts of terrorism or war, or the impact of antiterrorism and safety measures; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest’s public filings with the Securities and Exchange Commission (“SEC”).

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

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

6

XML

Document and Entity Information	May 05, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 05, 2020
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	0-19969
Entity Tax Identification Number	71-0673405
Entity Address, Address Line One	8401 McClure Drive
Entity Address, City or Town	Fort Smith
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72916
City Area Code	479
Local Phone Number	785-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ARCB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894405
Amendment Flag	false