UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended June 30, ~~2021~~2022

☐

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

For the transition period from to

Commission file number 000-19969

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

71-0673405

(I.R.S. Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

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

area code, of the registrant’s principal executive offices)

Not Applicable

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

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


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

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

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

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


	Large accelerated filer ☒		Accelerated filer ☐
	Non-accelerated filer ☐		Smaller reporting company ☐
	Emerging growth company ☐

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

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

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


Class		Outstanding at July ~~30, 2021~~29, 2022
Common Stock, $0.01 par value		~~25,557,575~~24,529,070 shares

Table of Contents

ARCBEST CORPORATION

INDEX


		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets — June 30, ~~2021~~2022 and December 31, ~~2020~~2021	3

	Consolidated Statements of Operations — For the Three and Six Months ended June 30, ~~2021~~2022 and ~~2020~~2021	4

	Consolidated Statements of Comprehensive Income — For the Three and Six Months ended June 30, ~~2021~~2022 and ~~2020~~2021	5

	Consolidated Statement of Stockholders’ Equity — For the Three and Six Months ended June 30, ~~2021~~2022 and ~~2020~~2021	6

	Consolidated Statement of Cash Flows — For the Three and Six Months ended June 30, ~~2021~~2022 and ~~2020~~2021	7

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2628

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4851

Item 4.	Controls and Procedures	4851

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4952

Item 1A.	Risk Factors	4952

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4952

Item 3.	Defaults Upon Senior Securities	4952

Item 4.	Mine Safety Disclosures	4953

Item 5.	Other Information	4953

Item 6.	Exhibits	5054

SIGNATURES		5156

Table of Contents

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARCBEST CORPORATION

CONSOLIDATED BALANCE SHEETS


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021
	(Unaudited)				(Unaudited)
	(in thousands, except share data)				(in thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	362,619	$	303,954	$	127,058	$	76,620
Short-term investments		59,967		65,408		76,802		48,339
Accounts receivable, less allowances (2021 – $7,396; 2020 – $7,851)		360,498		320,870
Other accounts receivable, less allowances (2021 – $667; 2020 – $660)		13,284		14,343
Accounts receivable, less allowances (2022 – $15,991; 2021 – $13,226)						659,672		582,344
Other accounts receivable, less allowances (2022 – $703; 2021 – $690)						18,612		13,094
Prepaid expenses		36,355		37,774		32,353		40,104
Prepaid and refundable income taxes		5,871		11,397		10,310		9,654
Other		4,937		4,422		10,750		5,898
TOTAL CURRENT ASSETS		843,531		758,168		935,557		776,053
PROPERTY, PLANT AND EQUIPMENT
Land and structures		345,829		342,178		356,149		350,694
Revenue equipment		933,264		916,760		993,008		980,283
Service, office, and other equipment		239,462		233,810		276,965		251,085
Software		170,528		163,193		179,195		175,989
Leasehold improvements		15,835		15,156		20,189		16,931
		1,704,918		1,671,097		1,825,506		1,774,982
Less allowances for depreciation and amortization		1,038,974		992,407		1,115,887		1,079,061
PROPERTY, PLANT AND EQUIPMENT, net		665,944		678,690		709,619		695,921
GOODWILL		86,368		88,320		299,075		300,337
INTANGIBLE ASSETS, net		53,084		54,981		120,145		126,580
OPERATING RIGHT-OF-USE ASSETS		109,860		115,195		124,086		106,686
DEFERRED INCOME TAXES		6,419		6,158		5,655		5,470
OTHER LONG-TERM ASSETS		76,267		77,496		99,569		101,629
TOTAL ASSETS	$	1,841,473	$	1,779,008	$	2,293,706	$	2,112,676

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	204,124	$	170,898	$	346,051	$	311,401
Income taxes payable		7,357		316		17,110		12,087
Accrued expenses		260,185		246,746		304,425		305,851
Current portion of long-term debt		66,644		67,105		56,049		50,615
Current portion of operating lease liabilities		21,950		21,482		24,534		22,740
TOTAL CURRENT LIABILITIES		560,260		506,547		748,169		702,694
LONG-TERM DEBT, less current portion		171,075		217,119		169,356		174,917
OPERATING LEASE LIABILITIES, less current portion		92,811		97,839		104,253		88,835
POSTRETIREMENT LIABILITIES, less current portion		18,514		18,555		16,694		16,733
OTHER LONG-TERM LIABILITIES		35,722		37,948		132,930		135,537
DEFERRED INCOME TAXES		64,957		72,407		59,092		64,893
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2021: 29,317,699 shares, 2020: 29,045,309 shares		293		290
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2022: 29,614,798 shares, 2021: 29,359,597 shares						296		294
Additional paid-in capital		338,263		342,354		340,035		318,033
Retained earnings		676,179		595,932		968,417		801,314
Treasury stock, at cost, 2021: 3,783,227 shares; 2020: 3,656,938 shares		(119,273)		(111,173)
Treasury stock, at cost, 2022: 5,109,030 shares; 2021: 4,492,514 shares						(250,510)		(194,273)
Accumulated other comprehensive income		2,672		1,190		4,974		3,699
TOTAL STOCKHOLDERS’ EQUITY		898,134		828,593		1,063,212		929,067
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,841,473	$	1,779,008	$	2,293,706	$	2,112,676

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021

	(Unaudited)								(Unaudited)
	(in thousands, except share and per share data)								(in thousands, except share and per share data)
REVENUES	$	948,973	$	627,370	$	1,778,186	$	1,328,769	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

OPERATING EXPENSES		874,674		606,945		1,671,696		1,300,525		1,255,583		874,674		2,495,729		1,671,696

OPERATING INCOME		74,299		20,425		106,490		28,244		137,346		74,299		232,274		106,490
						��
OTHER INCOME (COSTS)
Interest and dividend income		322		991		714		2,366		361		322		467		714
Interest and other related financing costs		(2,274)		(3,378)		(4,702)		(6,325)		(1,863)		(2,274)		(3,802)		(4,702)
Other, net		1,111		2,696		2,303		(1,166)		(2,807)		1,111		(3,633)		2,303
		(841)		309		(1,685)		(5,125)		(4,309)		(841)		(6,968)		(1,685)

INCOME BEFORE INCOME TAXES		73,458		20,734		104,805		23,119		133,037		73,458		225,306		104,805

INCOME TAX PROVISION		12,477		4,854		20,463		5,337		30,576		12,477		53,276		20,463

NET INCOME	$	60,981	$	15,880	$	84,342	$	17,782	$	102,461	$	60,981	$	172,030	$	84,342

EARNINGS PER COMMON SHARE
Basic	$	2.38	$	0.62	$	3.30	$	0.70	$	4.16	$	2.38	$	6.98	$	3.30
Diluted	$	2.27	$	0.61	$	3.13	$	0.68	$	4.00	$	2.27	$	6.68	$	3.13

AVERAGE COMMON SHARES OUTSTANDING
Basic		25,586,353		25,463,559		25,522,453		25,468,624		24,607,362		25,586,353		24,658,739		25,522,453
Diluted		26,910,796		26,217,957		26,926,133		26,252,486		25,596,031		26,910,796		25,756,314		26,926,133

CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.08	$	0.08	$	0.16	$	0.16

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021

	(Unaudited)								(Unaudited)
	(in thousands)								(in thousands)
NET INCOME	$	60,981	$	15,880	$	84,342	$	17,782	$	102,461	$	60,981	$	172,030	$	84,342

OTHER COMPREHENSIVE INCOME (LOSS), net of tax

Postretirement benefit plans:
Net actuarial loss, net of tax of: (2021 – Three-month period $—, Six-month period $—; 2020 – Three-month period $—, Six-month period $3)		—		—		—		(8)
Pension settlement expense, net of tax of: (2021 – Three-month period $—, Six-month period $—; 2020 – Three-month period $—, Six-month period $23)		—		—		—		66
Amortization of unrecognized net periodic benefit costs, net of tax of: (2021 – Three-month period $34, Six-month period $69; 2020 – Three-month period $39, Six-month period $76)
Amortization of unrecognized net periodic benefit costs, net of tax of: (2022 – Three-month period $49, Six-month period $97; 2021 – Three-month period $34, Six-month period $69)
Net actuarial gain		(100)		(109)		(200)		(217)		(140)		(100)		(281)		(200)

Interest rate swap and foreign currency translation:
Change in unrealized income (loss) on interest rate swap, net of tax of: (2021 – Three-month period $59, Six-month period $263; 2020 – Three-month period $766, Six-month period $414)		166		(174)		741		(1,171)
Change in foreign currency translation, net of tax of: (2021 – Three-month period $215, Six-month period $333; 2020 – Three-month period $842, Six-month period $340)		612		457		941		(963)
Change in unrealized income on interest rate swap, net of tax of: (2022 – Three-month period $121, Six-month period $638; 2021 – Three-month period $59, Six-month period $263)										344		166		1,802		741
Change in foreign currency translation, net of tax of: (2022 – Three-month period $194, Six-month period $86; 2021 – Three-month period $215, Six-month period $333)										(553)		612		(246)		941

OTHER COMPREHENSIVE INCOME (LOSS), net of tax		678		174		1,482		(2,293)		(349)		678		1,275		1,482

TOTAL COMPREHENSIVE INCOME	$	61,659	$	16,054	$	85,824	$	15,489	$	102,112	$	61,659	$	173,305	$	85,824

See notes to consolidated financial statements.

Table of Contents

ARCBEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three and Six Months Ended June 30, 2021

Accumulated

Additional

Other

Common Stock

Paid-In

Retained

Treasury Stock

Comprehensive

Total


Shares

Amount

Capital

Earnings

Shares

Amount

Income

Equity

(Unaudited)

(in thousands)

Balance at December 31, 2020

29,045

$
290

$
342,354

$
595,932

3,657

$
(111,173)

$
1,190

$
828,593

Net income

23,361

23,361

Other comprehensive income, net of tax

804

804

Issuance of common stock under share-based compensation plans

12

1

(1)

—

Tax effect of share-based compensation plans

(165)

(165)

Share-based compensation expense

2,354

2,354

Purchase of treasury stock

15

(1,001)

(1,001)

Dividends declared on common stock

(2,037)

(2,037)

Balance at March 31, 2021

29,057

$
291

$
344,542

$
617,256

3,672

$
(112,174)

$
1,994

$
851,909

Net income

60,981

60,981

Other comprehensive income, net of tax

678

678

Issuance of common stock under share-based compensation plans

261

2

(2)

—

Tax effect of share-based compensation plans

(9,601)

(9,601)

Share-based compensation expense

3,324

3,324

Purchase of treasury stock

111

(7,099)

(7,099)

Dividends declared on common stock

(2,058)

(2,058)

Balance at June 30, 2021

29,318

$
293

$
338,263

$
676,179

3,783

$
(119,273)

$
2,672

$
898,134


	Six Months Ended June 30, 2022
											Accumulated
				Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares	Amount		Capital		Earnings		Shares	Amount		Income		Equity

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


	Three and Six Months Ended June 30, 2020														Six Months Ended June 30, 2021
											Accumulated														Accumulated
				Additional							Other							Additional							Other
	Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive		Total		Common Stock			Paid-In		Retained		Treasury Stock			Comprehensive		Total
	Shares	Amount		Capital		Earnings		Shares	Amount		Income (Loss)		Equity		Shares	Amount		Capital		Earnings		Shares	Amount		Income		Equity

	(Unaudited)														(Unaudited)
	(in thousands)														(in thousands)
Balance at December 31, 2019	28,811	$	288	$	333,943	$	533,187	3,405	$	(104,578)	$	203	$	763,043
Adjustments to beginning retained earnings for adoption of accounting standard							(198)							(198)
Balance at January 1, 2020	28,811		288		333,943		532,989	3,405		(104,578)		203		762,845
Balance at December 31, 2020															29,045	$	290	$	342,354	$	595,932	3,657	$	(111,173)	$	1,190	$	828,593
Net income							1,902							1,902							23,361							23,361
Other comprehensive loss, net of tax												(2,467)		(2,467)
Other comprehensive income, net of tax																										804		804
Issuance of common stock under share-based compensation plans	6													—	12		1		(1)									—
Tax effect of share-based compensation plans					(60)									(60)
Shares withheld for employee tax remittance on share-based compensation																			(165)									(165)
Share-based compensation expense					2,181									2,181					2,354									2,354
Purchase of treasury stock								150		(3,162)				(3,162)								15		(1,001)				(1,001)
Dividends declared on common stock							(2,033)							(2,033)							(2,037)							(2,037)
Balance at March 31, 2020	28,817	$	288	$	336,064	$	532,858	3,555	$	(107,740)	$	(2,264)	$	759,206
Balance at March 31, 2021															29,057	$	291	$	344,542	$	617,256	3,672	$	(112,174)	$	1,994	$	851,909
Net income							15,880							15,880							60,981							60,981
Other comprehensive income, net of tax												174		174												678		678
Issuance of common stock under share-based compensation plans	141		2		(2)									—	261		2		(2)									—
Tax effect of share-based compensation plans					(1,010)									(1,010)
Shares withheld for employee tax remittance on share-based compensation																			(9,601)									(9,601)
Share-based compensation expense					2,890									2,890					3,324									3,324
Purchase of treasury stock																						111		(7,099)				(7,099)
Dividends declared on common stock							(2,049)							(2,049)							(2,058)							(2,058)
Balance at June 30, 2020	28,958	$	290	$	337,942	$	546,689	3,555	$	(107,740)	$	(2,090)	$	775,091
Balance at June 30, 2021															29,318	$	293	$	338,263	$	676,179	3,783	$	(119,273)	$	2,672	$	898,134

See notes to consolidated financial statements.

Table of Contents

~~See notes to consolidated financial statements~~.

ARCBEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended				Six Months Ended
	June 30				June 30
	2021		2020		2022		2021

	(Unaudited)				(Unaudited)
	(in thousands)				(in thousands)
OPERATING ACTIVITIES
Net income	$	84,342	$	17,782	$	172,030	$	84,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		58,709		56,140		63,690		58,709
Amortization of intangibles		1,927		1,959		6,463		1,927
Pension settlement expense		—		89
Share-based compensation expense		5,678		5,071		6,641		5,678
Provision for losses on accounts receivable		(334)		999		3,583		(334)
Change in deferred income taxes		(7,612)		(5,170)		(6,371)		(7,612)
Gain on sale of property and equipment and lease termination		(8,408)		(3,581)
Gain on sale of subsidiaries		(6,923)		—
Gain on sale of property and equipment						(4,073)		(8,408)
Gain on sale of subsidiary						(402)		(6,923)
Changes in operating assets and liabilities:
Receivables		(37,745)		9,626		(87,092)		(37,745)
Prepaid expenses		1,419		1,444		7,477		1,419
Other assets		25		4,358		72		25
Income taxes		12,275		8,413		4,211		12,275
Operating right-of-use assets and lease liabilities, net		761		(230)		114		761
Accounts payable, accrued expenses, and other liabilities		41,786		(14,833)		18,280		41,786
NET CASH PROVIDED BY OPERATING ACTIVITIES		145,900		82,067		184,623		145,900

INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings		(25,395)		(16,209)		(49,682)		(25,395)
Proceeds from sale of property and equipment		10,864		7,670		9,115		10,864
Proceeds from sale of subsidiaries		9,013		—
Proceeds from sale of subsidiary						475		9,013
Purchases of short-term investments		(43,690)		(97,493)		(64,330)		(43,690)
Proceeds from sale of short-term investments		49,165		46,725		35,840		49,165
Capitalization of internally developed software		(9,477)		(6,495)		(8,541)		(9,477)
Business acquisition, net of cash acquired						2,279		—
NET CASH USED IN INVESTING ACTIVITIES		(9,520)		(65,802)		(74,844)		(9,520)

FINANCING ACTIVITIES
Borrowings under credit facilities		—		180,000		58,000		—
Borrowings under accounts receivable securitization program		—		45,000
Proceeds from notes payable						7,280		—
Payments on long-term debt		(54,643)		(29,185)		(84,905)		(54,643)
Net change in book overdrafts		(922)		615		6,085		(922)
Deferred financing costs		(189)		—		—		(189)
Payment of common stock dividends		(4,095)		(4,082)		(4,927)		(4,095)
Purchases of treasury stock		(8,100)		(3,162)		(31,237)		(8,100)
Payments for tax withheld on share-based compensation		(9,766)		(1,070)		(9,637)		(9,766)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(77,715)		188,116
NET CASH USED IN FINANCING ACTIVITIES						(59,341)		(77,715)

NET INCREASE IN CASH AND CASH EQUIVALENTS		58,665		204,381		50,438		58,665
Cash and cash equivalents at beginning of period		303,954		201,909		76,620		303,954
CASH AND CASH EQUIVALENTS CASH AT END OF PERIOD	$	362,619	$	406,290
CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	127,058	$	362,619

NONCASH INVESTING ACTIVITIES
Equipment and other financings	$	8,138	$	13,566
Equipment financed					$	19,498	$	8,138
Accruals for equipment received	$	5,984	$	857	$	7,574	$	5,984
Lease liabilities arising from obtaining right-of-use assets	$	6,051	$	23,727	$	30,210	$	6,051

See notes to consolidated financial statements.

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ARCBEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

ArcBest Corporation^™ (the “Company”) is ~~the parent holding company of freight transportation and~~a multibillion-dollar integrated logistics ~~businesses providing innovative solutions.~~company that helps keep the global supply chain moving. The Company’s operations are conducted through its 3 reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries (“ABF Freight”); ArcBest, the Company’s asset-light logistics operation; and FleetNet. References to the Company in this Quarterly Report on Form 10-Q are primarily to the Company and its subsidiaries on a consolidated basis.

The Asset-Based segment represented approximately ~~65%~~54% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, ~~2021.~~2022. As of June ~~2021,~~2022, approximately 82% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2018 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023.

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

Financial Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s ~~2020~~2021 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates. The Company considered the impact of the novel coronavirus (“COVID-19”) pandemic on the estimates and assumptions used in preparation of the Company’s consolidated financial statements as of and for the three and six months ended June 30, 2021. Given the uncertainties regarding the economic environment and the impact of the COVID-19 pandemic on our business, it is possible that these estimates and assumptions may materially change in future periods.

~~Adopted Accounting Pronouncements~~

~~ASC Topic 740,~~ ~~Income Taxes~~, was amended to simplify the accounting for income taxes to improve consistency of accounting methods and remove certain exceptions. The amendment was effective for the Company on January 1, 2021, and did not impact the consolidated financial statements and disclosures.

Accounting Pronouncements Not Yet Adopted

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

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NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

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


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Cash and cash equivalents
Cash deposits⁽¹⁾	$	284,265	$	240,687	$	71,987	$	72,790
Variable rate demand notes⁽¹⁾⁽²⁾		29,253		29,066		231		230
Money market funds⁽³⁾		49,101		34,201		54,840		3,600
Total cash and cash equivalents	$	362,619	$	303,954	$	127,058	$	76,620

Short-term investments
Certificates of deposit⁽¹⁾	$	59,967	$	53,297	$	37,047	$	48,339
U.S. Treasury securities⁽⁴⁾		—		12,111		39,755		—
Total short-term investments	$	59,967	$	65,408	$	76,802	$	48,339

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

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

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

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

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

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its short-term investments primarily in FDIC-insured certificates of deposit. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, cash, cash equivalents, and short-term investments totaling ~~$132.5~~$95.5 million and ~~$156.4~~$42.6 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government.

Fair Value Disclosure of Financial Instruments

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

●

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

●

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

●

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

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


	June 30				December 31				June 30				December 31
	2021				2020				2022				2021

	(in thousands)								(in thousands)
		Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value		Value		Value		Value		Value
Credit Facility⁽¹⁾	$	50,000	$	50,000	$	70,000	$	70,000	$	50,000	$	50,000	$	50,000	$	50,000
Notes payable⁽²⁾		187,715		190,519		214,216		217,226		175,405		167,156		175,530		175,937
New England Pension Fund withdrawal liability⁽³⁾		21,092		23,821		21,407		25,523		20,438		20,430		20,769		23,521
	$	258,807	$	264,340	$	305,623	$	312,749	$	245,843	$	237,586	$	246,299	$	249,458

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

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

(3)

ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal ~~liability (see in Note I to the consolidated financial statements in Item 8 of the Company’s 2020 Annual Report on Form 10-K).~~liability. The fair value of the outstanding withdrawal liability is equal to the present value of the future withdrawal liability payments, discounted at an interest rate of ~~3.1%~~4.5% and ~~2.6%~~3.1% at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). ~~Included~~As of June 30, 2022, the outstanding withdrawal liability totaled $20.4 million, of which $0.7 million and $19.7 million was recorded in accrued expenses and the other long-term liabilities, ~~with the current portion included in accrued expenses.~~respectively.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

June 30, 2021

June 30, 2022

Fair Value Measurements Using

Quoted Prices

Significant

Quoted Prices

Significant

In Active

Observable

Unobservable

In Active

Observable

Unobservable

Markets

Inputs

Markets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Total

(Level 1)

(Level 2)

(Level 3)

(in thousands)

Assets:

Money market funds⁽¹⁾

49,101

—

54,840

—

Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾

3,306

—

3,701

—

Interest rate swaps⁽³⁾

354

—

354

—

2,859

—

2,859

—

52,761

52,407

354

—

61,400

58,541

2,859

—

Liabilities:

Interest rate swaps⁽³⁾

973

—

973

—

Contingent consideration⁽⁴⁾

94,510

—

94,510

—

94,510


	December 31, 2020								December 31, 2021
			Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices		Significant		Significant				Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable				In Active		Observable		Unobservable
			Markets		Inputs		Inputs				Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)

	(in thousands)								(in thousands)
Assets:
Money market funds⁽¹⁾	$	34,201	$	34,201	$	—	$	—	$	3,600	$	3,600	$	—	$	—
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan⁽²⁾		2,955		2,955		—		—		3,848		3,848		—		—
Interest rate swaps⁽³⁾										874		—		874		—
	$	37,156	$	37,156	$	—	$	—	$	8,322	$	7,448	$	874	$	—
Liabilities:
Interest rate swaps⁽³⁾	$	1,622	$	—	$	1,622	$	—	$	455	$	—	$	455	$	—
Contingent consideration⁽⁴⁾										93,700		—		—		93,700
									$	94,155	$	—	$	455	$	93,700

(1)	Included in cash and cash equivalents.

(2)

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

(3)

Included in other long-term assets or other long-term liabilities. The fair values of the interest rate swaps were determined by discounting future cash flows and receipts based on expected interest rates observed in market interest rate curves adjusted for estimated credit valuation considerations reflecting nonperformance risk of the Company and the counterparty, which are generally considered to be in Level 3 of the fair value hierarchy. ~~The~~However, the Company assessed Level 3 inputs as insignificant to the valuation at June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy.

(4)

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

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


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

NOTE C – ACQUISITION

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

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


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

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

Table of Contents

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


	Purchase
	Allocation
	(in thousands)
Accounts receivable	$	134,622
Prepaid expenses		468
Property and equipment		2,309
Operating lease right-of-use assets		844
Intangible assets		76,900
Other assets		170
Total identifiable assets acquired		215,313

Accounts payable		94,461
Accrued expenses and other current liabilities		2,973
Operating lease liabilities		983
Total liabilities		98,417

Total identifiable net assets		116,896
Goodwill		212,707
Net assets acquired	$	329,603

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

NOTE CD – GOODWILL AND INTANGIBLE ASSETS

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


	Total		ArcBest		FleetNet		Total		ArcBest		FleetNet

	(in thousands)						(in thousands)
Balances at December 31, 2020	$	88,320	$	87,690	$	630
Goodwill divested⁽¹⁾		(1,952)		(1,952)		—
Balances at June 30, 2021	$	86,368	$	85,738	$	630
Balances at December 31, 2021							$	300,337	$	299,707	$	630
Purchase accounting adjustments⁽¹⁾								(1,262)		(1,262)		—
Balances at June 30, 2022							$	299,075	$	298,445	$	630

(1)

~~Goodwill divested due~~Purchase accounting adjustments related to the ~~sale~~MoLo acquisition represent adjustments to the acquired balance of working capital. As noted in Note C, goodwill related to the ~~labor services portion~~November 1, 2021 acquisition of ~~the ArcBest segment’s moving business was determined~~MoLo is based on ~~the relative fair value~~preliminary information as of ~~the business sold to the total fair value of the reporting unit.~~June 30, 2022.

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Intangible assets consisted of the following:


		June 30, 2021						December 31, 2020							June 30, 2022						December 31, 2021
	Weighted-Average			Accumulated		Net				Accumulated		Net		Weighted-Average			Accumulated		Net				Accumulated		Net
	Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value		Amortization Period	Cost		Amortization		Value			Cost	Amortization		Value

	(in years)	(in thousands)						(in thousands)						(in years)	(in thousands)						(in thousands)
Finite-lived intangible assets
Customer relationships	14	$	52,721	$	32,380	$	20,341	$	52,721	$	30,477	$	22,244	12	$	100,321	$	39,352	$	60,969	$	100,321	$	35,072	$	65,249
Other	13		1,010		567		443		980		543		437	8		30,363		3,487		26,876		30,335		1,304		29,031
	14		53,731		32,947		20,784		53,701		31,020		22,681	11		130,684		42,839		87,845		130,656		36,376		94,280
Indefinite-lived intangible assets
Trade name	N/A		32,300		N/A		32,300		32,300		N/A		32,300	N/A		32,300		N/A		32,300		32,300		N/A		32,300

Total intangible assets	N/A	$	86,031	$	32,947	$	53,084	$	86,001	$	31,020	$	54,981	N/A	$	162,984	$	42,839	$	120,145	$	162,956	$	36,376	$	126,580

The future amortization for intangible assets acquired through business acquisitions as of June 30, ~~2021~~2022 was as follows:


	Amortization of		Amortization of
	Intangible Assets		Intangible Assets
	(in thousands)		(in thousands)
Remainder of 2021	$	1,911
2022		3,815
Remainder of 2022			$	6,458
2023		3,722		12,826
2024		3,689		12,793
2025		3,674		12,778
2026				8,671
Thereafter		3,973		34,319
Total amortization	$	20,784	$	87,845

NOTE DE – INCOME TAXES

The effective tax rate was ~~17.0%~~23.0% and ~~19.5%~~23.6% for the three and six months ended June 30, ~~2021, respectively. The effective tax rate was 23.4%~~2022, respectively, compared to 17.0% and ~~23.1%~~19.5% for the ~~three and six months ended June 30, 2020, respectively.~~same periods of 2021. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax.

For the three and six months ended June 30, 2022 and 2021, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, federal research and development tax credits, changes in tax valuation allowances, and tax benefit from the vesting of stock awards. For the three and six months ended June 30, 2020, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance, federal alternative fuel and research development tax credits, changes in valuation allowances, and the tax expense from the vesting stock awards. The Company’s effective tax rate for the six months ended June 30, 2020 was also impacted by the reversal of an uncertain tax position.

As of June 30, ~~2021,~~2022, the Company’s deferred tax liabilities, which will reverse in future years, exceeded the deferred tax assets. The Company evaluated the total deferred tax assets at June 30, ~~2021~~2022 and concluded that, other than for certain deferred tax assets related to foreign and state tax credit carryforwards ~~and federal~~ and state net operating losses, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, future taxable income, and tax planning strategies. Valuation allowances for deferred tax assets totaled ~~$1.4~~$2.3 million and ~~$1.3~~$2.2 million at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

The Company paid federal, state, and foreign income taxes of $56.4 million and and $15.3 million during the six months ended June 30, 2022 and 2021, ~~and paid foreign and state income taxes of $2.3 million during the six months ended June 30, 2020.~~respectively. The Company received refunds of federal and state income taxes that were paid in prior years of $1.2 million and less than $0.1 ~~million and $0.4 million~~ during the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

~~Table of Contents~~

~~NOTE E – LEASES~~

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

~~The components of operating lease expense were as follows:~~

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

(in thousands)

Operating lease expense

$
6,584

$
5,803

$
13,226

$
11,599

Variable lease expense

963

543

2,295

1,583

Sublease income

(156)

(42)

(311)

(134)

Total operating lease expense⁽¹⁾

$
7,391

$
6,304

$
15,210

$
13,048

~~(1)~~

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

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

Six Months Ended

June 30, 2021

June 30, 2020

(in thousands)

Noncash change in operating right-of-use assets

$
11,386

$
11,002

Change in operating lease liabilities

(10,625)

(11,232)

Operating right-of-use-assets and lease liabilities, net

$
761

$
(230)

Cash paid for amounts included in the measurement of operating lease liabilities

$
(12,446)

$
(11,826)

~~Maturities of operating lease liabilities at June 30, 2021 were as follows:~~

Equipment

Land and

and


Total

Structures⁽¹⁾

Other

(in thousands)

Remainder of 2021

$
13,071

$
13,071

$
—

2022

22,759

22,723

36

2023

18,281

18,256

25

2024

16,020

16,020

—

2025

13,407

13,407

—

Thereafter

44,136

44,136

—

Total lease payments

127,674

127,613

61

Less imputed interest

(12,913)

(12,912)

(1)

Total

$
114,761

$
114,701

$
60

~~(1)~~

Excludes future minimum lease payments for a lease which was executed but had not yet commenced as of June 30, 2021 of $37.3 million which will be paid over approximately 10 years. The Company plans to take possession of the leased space in third quarter 2022.

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NOTE F – LEASES

The components of operating lease expense were as follows:


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

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

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

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


	Six Months Ended June 30
	2022		2021

	(in thousands)
Noncash change in operating right-of-use assets	$	12,810	$	11,386
Change in operating lease liabilities		(12,696)		(10,625)
Operating right-of-use-assets and lease liabilities, net	$	114	$	761

Cash paid for amounts included in the measurement of operating lease liabilities	$	(14,334)	$	(12,446)

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


					Equipment
			Land and		and
	Total		Structures⁽¹⁾		Other

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

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

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NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

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


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Credit Facility (interest rate of 1.2%⁽¹⁾ at June 30, 2021)	$	50,000	$	70,000
Notes payable (weighted-average interest rate of 2.9% at June 30, 2021)		187,715		214,216
Finance lease obligations (weighted-average interest rate of 3.3% at June 30, 2021)		4		8
Credit Facility (interest rate of 2.8%⁽¹⁾ at June 30, 2022)					$	50,000	$	50,000
Notes payable (weighted-average interest rate of 2.5% at June 30, 2022)						175,405		175,530
Finance lease obligations						—		2
		237,719		284,224		225,405		225,532
Less current portion		66,644		67,105		56,049		50,615
Long-term debt, less current portion	$	171,075	$	217,119	$	169,356	$	174,917

(1)

The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% and 3.12% based on the margin of the Credit Facility as of ~~both~~ June 30, ~~2021~~2022 and December 31, ~~2020.~~2021, respectively.

Scheduled maturities ~~including interest payments,~~ of long-term debt obligations as of June 30, ~~2021~~2022 were as follows:

Credit

Notes

Finance Lease


Total

Facility⁽¹⁾

Payable

Obligations

(in thousands)

Due in one year or less

$
71,778

$
637

$
71,137

$
4

Due after one year through two years

57,710

784

56,926

—

Due after two years through three years

42,571

1,049

41,522

—

Due after three years through four years

72,345

50,296

22,049

—

Due after four years through five years

4,567

—

4,567

—

Due after five years

124

—

124

—

Total payments

249,095

52,766

196,325

4

Less amounts representing interest

11,376

2,766

8,610

—

Long-term debt

$
237,719

$
50,000

$
187,715

$
4




			Credit		Notes
	Total		Facility⁽¹⁾		Payable

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

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

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


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Revenue equipment	$	326,914	$	326,823	$	255,050	$	241,892
Service, office, and other equipment		26,250		26,270		33,612		29,773
Total assets securing notes payable or held under finance leases		353,164		353,093		288,662		271,665
Less accumulated depreciation and amortization⁽¹⁾		135,538		115,424		105,185		88,696
Net assets securing notes payable or held under finance leases	$	217,626	$	237,669	$	183,477	$	182,969

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

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Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Third Amended and Restated Credit Agreement (the “Credit Agreement”) with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $25.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of $125.0 million, subject to certain additional conditions as provided in the Credit Agreement. ~~In June 2021,~~The Company borrowed $58.0 million under the ~~Company~~Credit Facility in the first quarter of 2022, and repaid $20.0 million and $38.0 million of the borrowings ~~under~~during the ~~Credit Facility.~~three months ended March 31, 2022 and June 30, 2022, respectively. As of June 30, ~~2021, standby letters of credit of $0.6 million have been issued under~~2022, the ~~Credit Facility, which reduced the~~Company had available borrowing capacity ~~to $199.4~~of $200.0 million under the initial maximum credit amount of the Credit ~~Facility, as of June 30, 2021.~~Facility.

Principal payments under the Credit Facility are due upon maturity of the facility on October 1, 2024; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Credit Agreement at June 30, ~~2021.~~2022.

Interest Rate Swaps

The Company has an interest rate swap agreement with a $50.0 million notional amount which started on January 2, 2020 and will mature on June 30, 2022. The Company receives floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.99% over the life of the 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 3.12% based on the margin of the Credit Facility as of June 30, 2021. The fair value of the interest rate swap of $1.0 million and $1.4 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2021 and December 31, 2020, respectively.

~~The Company also has an interest rate swap agreement with a $50.0 million notional amount which will start on~~ June 30, 2022 and ~~mature~~will end on October 1, 2024. The Company will receive floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 0.43% beginning on June 30, 2022 throughout the remaining term of the agreement. From June 30, 2022 to October 1, 2024, the ~~extended~~ interest rate swap agreement will effectively convert ~~the~~ $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% based on the margin of the Credit Facility as of June 30, ~~2021.~~2022. The fair value of the interest rate swap of ~~$0.4~~$2.9 million and $0.9 million was recorded in other long-term assets at June 30, 2022 and ~~$0.2~~December 31, 2021, respectively.

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

The unrealized gain ~~or loss~~ on the interest rate swap instruments in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and the change in the unrealized ~~loss~~gain on the interest rate swaps for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 was reported in other comprehensive income (loss), net of tax, in the consolidated statements of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap ~~agreements~~agreement at June 30, ~~2021.~~2022.

Accounts Receivable Securitization Program

~~In June 2021, the Company amended and restated its~~The Company’s accounts receivable securitization ~~program. The amendment extended the maturity date of this~~ program, ~~from October 1, 2021 to~~which matures on July 1, 2024, ~~decreased the amount of~~provides available cash proceeds of $50.0 million to be provided under the ~~facility from $125.0 million~~program and has an accordion feature allowing the Company to ~~$50.0 million and increased the amount of~~request additional borrowings ~~the Company may request under the accordion feature from $25.0 million~~up to $100.0 million, subject to certain conditions.

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

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Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the ~~lender’s~~lenders’ interest in the trade accounts receivables. Borrowings under the amended accounts receivable securitization program bear interest based upon ~~LIBOR,~~SOFR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the accounts receivable securitization program at June 30, ~~2021.~~2022.

The accounts receivable securitization program includes a provision under which the Company may request, and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of June 30, ~~2021,~~2022, standby letters of credit of ~~$10.1~~$10.0 million have been issued under the program, which reduced the available borrowing capacity to ~~$39.9~~$40.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, ~~2021,~~2022, the Company had letters of credit outstanding of ~~$11.2~~$10.6 million (including ~~$10.1~~$10.0 million issued under the accounts receivable securitization ~~program and $0.6 million issued under the Credit Facility)~~program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, ~~2021,~~2022, surety bonds outstanding related to the self-insurance program totaled ~~$61.6~~$62.0 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note ~~arrangements, including $8.1 million for revenue equipment during~~arrangements. During the three and six months ended June 30, ~~2021.~~

~~Subsequent to June 30, 2021,~~2022, the Company ~~financed the purchase of an additional $12.9 million of~~entered into notes payable arrangements, primarily for revenue equipment, ~~through promissory note arrangements as of August 2, 2021.~~

totaling $18.7 million and $26.8 million, respectively.

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NOTE GH – POSTRETIREMENT BENEFIT PLANS

Supplemental Benefit and Postretirement Health Benefit Plans

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


	Three Months Ended June 30								Three Months Ended June 30
	Supplemental				Postretirement				Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan				Benefit Plan				Health Benefit Plan
	2021		2020		2021		2020		2022		2021		2022		2021

	(in thousands)								(in thousands)
Service cost	$	—	$	—	$	48	$	47	$	—	$	—	$	39	$	48
Interest cost		1		2		107		144		1		1		110		107
Amortization of net actuarial (gain) loss⁽¹⁾		3		1		(137)		(149)		2		3		(191)		(137)
Net periodic benefit cost⁽²⁾	$	4	$	3	$	18	$	42
Net periodic benefit cost (credit)⁽²⁾									$	3	$	4	$	(42)	$	18

Six Months Ended June 30

Supplemental

Postretirement

Benefit Plan

Health Benefit Plan


2021

2020

2021⁽²⁾

2020

(in thousands)

Service cost

$
—

$
—

$
96

$
94

Interest cost

2

5

214

288

Amortization of prior service credit

—

—

—

—

Pension settlement expense⁽³⁾

—

89

—

—

Amortization of net actuarial (gain) loss⁽¹⁾

5

5

(274)

(298)

Net periodic benefit cost⁽²⁾

$
7

$
99

$
36

$
84


	Six Months Ended June 30
	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2022		2021		2022		2021

	(in thousands)
Service cost	$	—	$	—	$	78	$	96
Interest cost		3		2		220		214
Amortization of net actuarial (gain) loss⁽¹⁾		4		5		(382)		(274)
Net periodic benefit cost (credit)⁽²⁾	$	7	$	7	$	(84)	$	36

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

(2)	Service cost is reported within operating expenses and the other components of net periodic benefit cost ~~(including pension settlement expense)~~ are reported within the other line item of other income (costs) ~~in the consolidated statements of operations.~~

~~(3)~~

For the six months ended June 30, 2020, pension settlement expense for the supplemental benefit plan of $0.1 million (pre-tax), or $0.1 million (after-tax), was due to a $0.7 million benefit related to an officer retirement..

Multiemployer Plans

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

~~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”). As set forth in the 2020 Annual Funding Notice for the Central States Pension Plan, the funded percentage of the plan was 19.5% as of January 1, 2020. In the Notice of Critical and Declining Status for the Central States Pension Plan dated March 31, 2021, the plan’s actuary certified that the plan is in critical and declining status, as defined by the Reform Act, for the plan year beginning January 1, 2021. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime within the next 14 ~~plan years, or if the plan is projected to become insolvent within the next~~ 19 ~~plan years and~~

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~~either the plan’s ratio of inactive participants to active participants exceeds 2 to one or the plan’s funded percentage is less than 80%.~~

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

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

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

The multiemployer plan administrators have provided to the Company no ~~other~~ significant changes in information related to multiemployer plans from the information disclosed in the Company’s ~~2020~~2021 Annual Report on Form 10-K.

NOTE HI – STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income were as follows:


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Pre-tax amounts:
Unrecognized net periodic benefit credit	$	4,121	$	4,390	$	5,224	$	5,602
Interest rate swap		(618)		(1,622)		2,859		419
Foreign currency translation		92		(1,182)		(1,376)		(1,044)

Total	$	3,595	$	1,586	$	6,707	$	4,977

After-tax amounts:
Unrecognized net periodic benefit credit	$	3,060	$	3,260	$	3,879	$	4,160
Interest rate swap		(457)		(1,198)		2,111		309
Foreign currency translation		69		(872)		(1,016)		(770)

Total	$	2,672	$	1,190	$	4,974	$	3,699

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Table of Contents

The following is a summary of the changes in accumulated other comprehensive income, ~~(loss),~~ net of tax, by component for the ~~three~~six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:



			Unrecognized			Interest	Foreign				Unrecognized		Interest		Foreign
			Net Periodic			Rate	Currency				Net Periodic		Rate		Currency
	Total		Benefit Costs			Swap	Translation		Total		Benefit Credit		Swap		Translation

	(in thousands)								(in thousands)
Balances at December 31, 2021									$	3,699	$	4,160	$	309	$	(770)

Other comprehensive income (loss) before reclassifications										1,556		—		1,802		(246)
Amounts reclassified from accumulated other comprehensive income										(281)		(281)		—		—
Net current-period other comprehensive income (loss)										1,275		(281)		1,802		(246)

Balances at June 30, 2022									$	4,974	$	3,879	$	2,111	$	(1,016)

Balances at December 31, 2020	$	1,190	$	3,260	$	(1,198)	$	(872)	$	1,190	$	3,260	$	(1,198)	$	(872)

Other comprehensive income before reclassifications		1,682		—		741		941		1,682		—		741		941
Amounts reclassified from accumulated other comprehensive loss		(200)		(200)		—		—
Amounts reclassified from accumulated other comprehensive income										(200)		(200)		—		—
Net current-period other comprehensive income (loss)		1,482		(200)		741		941		1,482		(200)		741		941

Balances at June 30, 2021	$	2,672	$	3,060	$	(457)	$	69	$	2,672	$	3,060	$	(457)	$	69

Balances at December 31, 2019		203		2,152		(416)		(1,533)

Other comprehensive loss before reclassifications		(2,142)		(8)		(1,171)		(963)
Amounts reclassified from accumulated other comprehensive income		(151)		(151)		—		—
Net current-period other comprehensive loss		(2,293)		(159)		(1,171)		(963)

Balances at June 30, 2020	$	(2,090)	$	1,993	$	(1,587)	$	(2,496)

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


	Unrecognized Net Periodic				Unrecognized Net Periodic
	Benefit Credit⁽¹⁾⁽²⁾				Benefit Credit⁽¹⁾⁽²⁾
	Six Months Ended June 30				Six Months Ended June 30
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Amortization of net actuarial gain	$	269	$	293
Pension settlement expense⁽³⁾		—		(89)
Total, pre-tax		269		204
Amortization of net actuarial gain, pre-tax					$	378	$	269
Tax expense		(69)		(53)		(97)		(69)
Total, net of tax	$	200	$	151	$	281	$	200

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

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

~~(3)~~

~~For the six months ended June 30, 2020, pension settlement expense is related to the supplemental benefit plan (see Note G).~~H.

Dividends on Common Stock

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


	2021				2020				2022				2021
	Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount

	(in thousands, except per share data)								(in thousands, except per share data)
First quarter	$	0.08	$	2,037	$	0.08	$	2,033	$	0.08	$	1,978	$	0.08	$	2,037
Second quarter	$	0.08	$	2,058	$	0.08	$	2,049	$	0.12	$	2,949	$	0.08	$	2,058

On July 27, ~~2021,~~2022, the ~~Company’s~~Company announced its Board of Directors declared a dividend of ~~$0.08~~$0.12 per share to stockholders of record as of August ~~11, 2021.~~10, 2022.

~~Table of Contents~~

Treasury Stock

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

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sources. AsOn November 2, 2021, the Company entered into a fixed dollar accelerated share repurchase program (“ASR”) with a third-party financial institution to effect an accelerated repurchase of $100.0 million of the Company’s common stock, of which $75.0 million was repurchased during 2021. The remaining $25.0 million available under the ASR was recorded as an unsettled forward contract within stockholders’ equity as additional paid-in capital as of December 31, ~~2020, the~~2021. The Company had ~~$6.6~~$66.9 million ~~remaining under the program~~available for repurchases of its common ~~stock. On January 28, 2021~~stock in total under the share repurchase program and the ASR as of December 31, 2021.

During the six months ended June 30, 2022, the Company purchased 616,516 shares for an aggregate cost of $56.2 million, including the purchase of 214,763 shares to settle the remaining $25.0 million under the ASR. In April 2022, the Board of Directors ~~extended~~reauthorized the share repurchase program ~~by authorizing a~~and increased the total ~~of $50.0 million to be~~amount available for purchases of the Company’s common ~~stock. During the six months ended June 30, 2021, the Company purchased 126,289 shares for an aggregate cost of $8.1 million, leaving $41.9 million available for repurchase of common~~ stock under the ~~program.~~program to $75.0 million. The Company had $60.3 million remaining under its share repurchase programs as of June 30, 2022.

NOTE IJ – EARNINGS PER SHARE

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


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021

	(in thousands, except share and per share data)								(in thousands, except share and per share data)
Basic
Numerator:
Net income	$	60,981	$	15,880	$	84,342	$	17,782	$	102,461	$	60,981	$	172,030	$	84,342
Effect of unvested restricted stock awards		—		(17)		—		(18)
Adjusted net income	$	60,981	$	15,863	$	84,342	$	17,764
Denominator:
Weighted-average shares		25,586,353		25,463,559		25,522,453		25,468,624		24,607,362		25,586,353		24,658,739		25,522,453
Earnings per common share	$	2.38	$	0.62	$	3.30	$	0.70	$	4.16	$	2.38	$	6.98	$	3.30

Diluted
Numerator:
Net income	$	60,981	$	15,880	$	84,342	$	17,782	$	102,461	$	60,981	$	172,030	$	84,342
Effect of unvested restricted stock awards		—		(17)		—		(18)
Adjusted net income	$	60,981	$	15,863	$	84,342	$	17,764
Denominator:
Weighted-average shares		25,586,353		25,463,559		25,522,453		25,468,624		24,607,362		25,586,353		24,658,739		25,522,453
Effect of dilutive securities		1,324,443		754,398		1,403,680		783,862		988,669		1,324,443		1,097,575		1,403,680
Adjusted weighted-average shares and assumed conversions		26,910,796		26,217,957		26,926,133		26,252,486		25,596,031		26,910,796		25,756,314		26,926,133
Earnings per common share	$	2.27	$	0.61	$	3.13	$	0.68	$	4.00	$	2.27	$	6.68	$	3.13

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NOTE JK – OPERATING SEGMENT DATA

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

The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment or service event levels, and demand for services, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. ~~The COVID-19 pandemic had a significant negative impact on demand for~~In recent periods, including the ~~Company’s services during the~~ three and six months ended June 30, ~~2020, resulting~~2022, the Company’s operations have not been as heavily impacted by seasonal fluctuations, due in ~~lower tonnage, shipment,~~part to strategic initiatives undertaken to enable profitable growth through seasons and ~~service event~~cycles. The acquired operations of MoLo on November 1, 2021 resulted in increased business levels ~~and, consequently, lower segment revenues~~ for the ~~second quarter of 2020. As a result, the Company’s operating~~ArcBest segment ~~information~~ for the three and six months ended June 30, ~~2020 does not reflect typical seasonal trends in business levels as described below for~~2022, compared to the ~~Company’s reportable operating segments.~~same periods of 2021.

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The Company’s reportable operating segments are as follows:

●

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

Freight shipments and operating costs of the Asset-Based segment can be adversely affected by inclement weather conditions. ~~The~~Historically, the second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global ~~economies,~~economies; available capacity in the ~~market,~~market; the impact of yield initiatives; and the impact of ~~other~~ adverse external events or conditions, ~~including the COVID-19 pandemic,~~ may influence quarterly freight tonnage levels.

●

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

ArcBest segment operations are influenced by seasonal fluctuations that impact customers’ supply chains. ~~The~~Historically, the second and third calendar quarters of each year usually have the highest shipment levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global ~~economies,~~economies; available capacity in the ~~market,~~market; and the impact of ~~other~~ adverse external events or conditions, ~~including the COVID-19 pandemic,~~ may impact quarterly business levels. Shipments of the ArcBest segment may decline during winter months because of post-holiday slowdowns, but expedite shipments can be subject to short-term increases depending on the impact of weather or other disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the ArcBest segment, but ~~severe weather~~disruptive events can result in higher demand for expedite services. Moving services of the ArcBest segment are impacted by seasonal fluctuations, generally resulting in higher business levels in the second and third quarters as the demand for moving services is typically stronger in the summer months.

●

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

Emergency roadside service events of the FleetNet segment are favorably impacted by extreme weather conditions that affect commercial vehicle operations, and the segment’s results of operations ~~will be~~are influenced by seasonal variations in service event volume and the impact of other external events or ~~conditions, including the COVID-19 pandemic.~~conditions.

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

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

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

The following tables reflect reportable operating segment information:


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

	(in thousands)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest⁽¹⁾		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

OPERATING EXPENSES
Asset-Based
Salaries, wages, and benefits	$	328,068	$	302,370	$	641,565	$	588,064
Fuel, supplies, and expenses		99,296		64,689		184,127		125,530
Operating taxes and licenses		12,823		12,303		25,316		24,551
Insurance		12,197		9,454		22,628		18,393
Communications and utilities		4,648		4,663		9,335		9,633
Depreciation and amortization		24,463		23,308		48,768		46,792
Rents and purchased transportation		121,550		95,082		224,535		170,670
Shared services		75,584		69,372		142,734		125,238
Gain on sale of property and equipment⁽²⁾		(1,370)		71		(4,065)		(8,624)
Innovative technology costs⁽³⁾		7,954		7,532		14,914		14,400
Other		753		77		1,386		511
Total Asset-Based		685,966		588,921		1,311,243		1,115,158

ArcBest⁽¹⁾
Purchased transportation		448,160		226,603		956,540		437,598
Supplies and expenses		4,263		2,476		7,529		5,044
Depreciation and amortization⁽⁴⁾		5,468		2,366		10,648		4,752
Shared services		57,986		29,078		108,183		55,150
Gain on sale of subsidiary⁽⁵⁾		(402)		(6,923)		(402)		(6,923)
Other		6,701		2,021		13,846		4,071
Total ArcBest		522,176		255,621		1,096,344		499,692

FleetNet		80,540		58,409		157,201		116,549
Other and eliminations		(33,099)		(28,277)		(69,059)		(59,703)
Total consolidated operating expenses	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

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

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

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

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

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

2224

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~~The following tables reflect reportable operating segment information:~~

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

(in thousands)

REVENUES

Asset-Based

$
652,832

$
460,070

$
1,209,124

$
975,783

ArcBest

270,748

151,467

523,084

316,242

FleetNet

59,547

46,440

118,710

98,879

Other and eliminations

(34,154)

(30,607)

(72,732)

(62,135)

Total consolidated revenues

$
948,973

$
627,370

$
1,778,186

$
1,328,769

OPERATING EXPENSES

Asset-Based

Salaries, wages, and benefits

$
302,370

$
248,995

$
588,064

$
532,833

Fuel, supplies, and expenses

64,689

45,675

125,530

106,900

Operating taxes and licenses

12,303

11,629

24,551

24,423

Insurance

9,454

8,247

18,393

16,071

Communications and utilities

4,663

4,342

9,633

9,053

Depreciation and amortization

23,308

23,327

46,792

46,597

Rents and purchased transportation

95,082

46,152

170,670

101,922

Shared services

69,372

45,605

125,238

94,490

Gain on sale of property and equipment⁽¹⁾

71

(1,175)

(8,624)

(3,339)

Innovative technology costs⁽²⁾

7,532

4,789

14,400

9,322

Other

77

1,448

511

3,235

Total Asset-Based

588,921

439,034

1,115,158

941,507

ArcBest

Purchased transportation

226,603

125,090

437,598

262,272

Supplies and expenses

2,476

1,989

5,044

4,269

Depreciation and amortization

2,366

2,449

4,752

4,919

Shared services

29,078

18,840

55,150

40,567

Gain on sale of subsidiaries⁽³⁾

(6,923)

—

(6,923)

—

Other

2,021

1,796

4,071

4,321

Total ArcBest

255,621

150,164

499,692

316,348

FleetNet

58,409

45,658

116,549

97,057

Other and eliminations

(28,277)

(27,911)

(59,703)

(54,387)

Total consolidated operating expenses

$
874,674

$
606,945

$
1,671,696

$
1,300,525

OPERATING INCOME

Asset-Based

$
63,911

$
21,036

$
93,966

$
34,276

ArcBest

15,127

1,303

23,392

(106)

FleetNet

1,138

782

2,161

1,822

Other and eliminations

(5,877)

(2,696)

$
(13,029)

$
(7,748)

Total consolidated operating income

$
74,299

$
20,425

106,490

28,244

OTHER INCOME (COSTS)

Interest and dividend income

$
322

$
991

$
714

$
2,366

Interest and other related financing costs

(2,274)

(3,378)

(4,702)

(6,325)

Other, net⁽⁴⁾

1,111

2,696

2,303

(1,166)

Total other income (costs)

(841)

309

(1,685)

(5,125)

INCOME BEFORE INCOME TAXES

$
73,458

$
20,734

$
104,805

$
23,119


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

	(in thousands)
OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966
ArcBest⁽¹⁾		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490

OTHER INCOME (COSTS)
Interest and dividend income	$	361	$	322	$	467	$	714
Interest and other related financing costs		(1,863)		(2,274)		(3,802)		(4,702)
Other, net⁽²⁾		(2,807)		1,111		(3,633)		2,303
Total other costs		(4,309)		(841)		(6,968)		(1,685)
INCOME BEFORE INCOME TAXES	$	133,037	$	73,458	$	225,306	$	104,805

(1)	The ~~six months ended June 30, 2021 includes an $8.6 million gain~~2022 periods include the operations of MoLo which was acquired on ~~the sale of an unutilized service center property.~~November 1, 2021.

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

~~(3)~~

~~Gain recognized for the three and six months ended June 30, 2021 relates to the sale of the labor services portion of the ArcBest segment’s moving business in May 2021.~~

~~(4)~~

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

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


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

	(in thousands)
Revenues from customers
Asset-Based	$	788,973	$	630,145	$	1,464,491	$	1,159,869
ArcBest⁽¹⁾		538,780		268,038		1,130,502		518,279
FleetNet		68,204		49,951		135,187		98,385
Other		(3,028)		839		(2,177)		1,653
Total consolidated revenues⁽¹⁾	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

Intersegment revenues
Asset-Based	$	13,649	$	22,687	$	43,442	$	49,255
ArcBest		10,875		2,710		14,437		4,805
FleetNet		13,928		9,596		25,323		20,325
Other and eliminations		(38,452)		(34,993)		(83,202)		(74,385)
Total intersegment revenues	$	—	$	—	$	—	$	—

Total segment revenues
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124
ArcBest⁽¹⁾		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues⁽¹⁾	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

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

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

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

(in thousands)

Revenues from customers

Asset-Based

$
630,145

$
439,585

$
1,159,869

$
935,313

ArcBest

268,038

149,683

518,279

312,631

FleetNet

49,951

37,245

98,385

78,989

Other

839

857

1,653

1,836

Total consolidated revenues

$
948,973

$
627,370

$
1,778,186

$
1,328,769

Intersegment revenues

Asset-Based

$
22,687

$
20,485

$
49,255

$
40,470

ArcBest

2,710

1,784

4,805

3,611

FleetNet

9,596

9,195

20,325

19,890

Other and eliminations

(34,993)

(31,464)

(74,385)

(63,971)

Total intersegment revenues

$
—

$
—

$
—

$
—

Total segment revenues

Asset-Based

$
652,832

$
460,070

$
1,209,124

$
975,783

ArcBest

270,748

151,467

523,084

316,242

FleetNet

59,547

46,440

118,710

98,879

Other and eliminations

(34,154)

(30,607)

(72,732)

(62,135)

Total consolidated revenues

$
948,973

$
627,370

$
1,778,186

$
1,328,769

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


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022⁽¹⁾		2021		2022⁽¹⁾		2021

	(in thousands)								(in thousands)
OPERATING EXPENSES
Salaries, wages, and benefits	$	389,146	$	305,220	$	748,541	$	650,166	$	449,404	$	389,146	$	870,047	$	748,541
Rents, purchased transportation, and other costs of services		347,760		187,914		657,098		404,942		610,877		347,760		1,257,756		657,098
Fuel, supplies, and expenses		80,020		54,838		153,169		126,611		119,378		80,020		218,925		153,169
Depreciation and amortization⁽¹⁾⁽²⁾		30,282		29,086		60,636		58,099		35,330		30,282		70,153		60,636
Other⁽²⁾⁽³⁾		27,466		29,887		52,252		60,707		40,594		27,466		78,848		52,252
	$	874,674	$	606,945	$	1,671,696	$	1,300,525	$	1,255,583	$	874,674	$	2,495,729	$	1,671,696

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

(2)	Includes amortization of intangible assets.

~~(2)~~(3)

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

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

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

Environmental Matters

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

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

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

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within accrued expenses in the consolidated balance sheet as of June 30, ~~2021.~~2022. Resolution of this matter is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Other Events

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

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

General

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist readers in understanding our financial performance during the periods presented and significant trends which may impact our future performance, including the principal factors affecting our results of operations, liquidity and capital resources, and critical accounting policies. This discussion should be read in conjunction with the accompanying quarterly unaudited consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Our ~~2020~~2021 Annual Report on Form 10-K includes additional information about significant accounting policies, practices, and the transactions that underlie our financial results, as well as a detailed discussion of the most significant risks and uncertainties to which our financial and operating results are subject.

~~Results of Operations~~

~~Consolidated Results~~

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

(in thousands, except per share data)

REVENUES

Asset-Based

$
652,832

$
460,070

$
1,209,124

$
975,783

ArcBest

270,748

151,467

523,084

316,242

FleetNet

59,547

46,440

118,710

98,879

Total Asset-Light

330,295

197,907

641,794

415,121

Other and eliminations

(34,154)

(30,607)

(72,732)

(62,135)

Total consolidated revenues

$
948,973

$
627,370

$
1,778,186

$
1,328,769

OPERATING INCOME

Asset-Based

$
63,911

$
21,036

$
93,966

$
34,276

ArcBest

15,127

1,303

23,392

(106)

FleetNet

1,138

782

2,161

1,822

Total Asset-Light

16,265

2,085

25,553

1,716

Other and eliminations

(5,877)

(2,696)

(13,029)

(7,748)

Total consolidated operating income

$
74,299

$
20,425

$
106,490

$
28,244

NET INCOME

$
60,981

$
15,880

$
84,342

$
17,782

DILUTED EARNINGS PER SHARE

$
2.27

$
0.61

$
3.13

$
0.68

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Results of Operations

Consolidated Results


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

	(in thousands, except per share data)
REVENUES
Asset-Based	$	802,622	$	652,832	$	1,507,933	$	1,209,124

ArcBest⁽¹⁾		549,655		270,748		1,144,939		523,084
FleetNet		82,132		59,547		160,510		118,710
Total Asset-Light		631,787		330,295		1,305,449		641,794

Other and eliminations		(41,480)		(34,154)		(85,379)		(72,732)
Total consolidated revenues	$	1,392,929	$	948,973	$	2,728,003	$	1,778,186

OPERATING INCOME
Asset-Based	$	116,656	$	63,911	$	196,690	$	93,966

ArcBest⁽¹⁾		27,479		15,127		48,595		23,392
FleetNet		1,592		1,138		3,309		2,161
Total Asset-Light		29,071		16,265		51,904		25,553

Other and eliminations		(8,381)		(5,877)		(16,320)		(13,029)
Total consolidated operating income	$	137,346	$	74,299	$	232,274	$	106,490

NET INCOME⁽¹⁾	$	102,461	$	60,981	$	172,030	$	84,342

DILUTED EARNINGS PER SHARE⁽¹⁾	$	4.00	$	2.27	$	6.68	$	3.13

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

Our consolidated revenues, which totaled ~~$949.0~~$1,392.9 million and ~~$1,778.2~~$2,728.0 million for the three and six months ended June 30, ~~2021,~~2022, respectively, increased ~~51.3%~~46.8% and ~~33.8%~~53.4%, ~~respectively,~~ compared to the same prior-year periods. The revenue growth ~~was~~is attributable to increased demand and higher pricing for shipping and logistics services in an improving economic environment. Our revenues during the six-month period ended June 30, 2020 were negatively impacted by the COVID-19 pandemic which disrupted businessesour broad service offerings and the ~~economy.~~impact of revenue from the acquired operations of MoLo. The year-over-year ~~changes~~increases in consolidated revenues for the three and six months ended June 30, ~~2021~~2022 reflect an increase in our Asset-Based revenues of ~~41.9%~~22.9% and ~~23.9%~~24.7%, respectively, and an increase in revenues of our Asset-Light operations (representing the combined operations of our ArcBest and FleetNet segments) of ~~66.9%~~91.3% and ~~54.6%~~103.4%, respectively. The increased elimination of ~~revenue amounts~~revenues reported in the “Other and eliminations” line of consolidated revenues for the three and six months ended June 30, ~~2021,~~2022, compared to the same ~~period~~periods of ~~2020,~~2021, includes the impact of increased intersegment business levels among our operating segments, reflecting continued integration of our logistics services.

Our Asset-Based revenue improvement reflects an increase in billed revenue per hundredweight, including fuel surcharges, of ~~15.4%~~17.7% and ~~12.4%~~19.3% for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same periods of ~~2020,~~2021, with per-day increases in tonnage of ~~22.7%~~3.7% and ~~11.7%~~3.6%, ~~respectively,~~respectively. Asset-Based daily shipments increased 2.0% and ~~shipments of 13.5% and 7.8%, respectively,~~1.1% for the three and six months ended June 30, ~~2021,~~2022, respectively, while weight per shipment increased 1.7% and 2.5% for the three months and six months ended June 30 2022, respectively, compared to the same prior-year periods. The increase in revenues of our Asset-Light operations for the three and six months ended June 30, 2022, compared to the same periods of 2021, ~~primarily~~ reflects increases in revenue per shipment of ~~32.9%~~15.2% and ~~29.5%~~23.5%, respectively, and shipments per day of ~~39.0%~~74.8% and ~~30.4%~~79.2%, respectively, for the ArcBest ~~segment, compared to the same period of 2020.~~segment. An increase in roadside and maintenance service event volumes and higher revenue per event for FleetNet also contributed to the year-over-year revenue improvement. On a combined basis, the Asset-Light operating segments generated approximately ~~34%~~44% and ~~35%~~46% of our total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to 34% and ~~30%~~35%, respectively, for the same periods of ~~2020.~~2021.

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Consolidated operating income totaled ~~$74.3~~$137.3 million and ~~$106.5~~$232.3 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~$20.4~~$74.3 million and ~~$28.2~~$106.5 million, respectively, for the same periods of ~~2020.~~2021. The ~~$53.9~~$63.0 million and ~~$78.3~~$125.8 million increase in consolidated operating income for the three and six months ended June 30, ~~2021,~~2022, respectively, is primarily due to the improved results of our operating segments (further described within the Asset-Based Segment Results and the Asset-Light Results sections of MD&A). The year-over-year ~~comparisons~~comparison of consolidated operating income ~~were~~was also impacted by items described in the following paragraphs, including cost reduction actions taken in second quarter 2020, costs related to investments in innovative technology, a gain on the sale of a subsidiary, certain nonunion performance-based incentive plans, certain other nonunion fringe benefits, and, for the six-month period, gains on the sales of property and equipment.

The comparisons of our consolidated operating income for the three and six months ended June 30, 2021 to the same prior-year periods are impacted by numerous actions we implemented, primarily in the second quarter of 2020, in response to the COVID-19 pandemic in anticipation of lower business levels. In April 2020, we implemented cost reduction actions which included a 15% reduction in the salaries of officers and nonunion employees and similar compensation adjustments for hourly nonunion employees; a 15% reduction in fees paid to members and committee chairpersons of ArcBest’s Board of Directors; implementation of a hiring freeze; suspension of the employer match on our nonunion 401(k) plan; and reduction of advertising, training, travel, and other costs to better align with current business levels. These compensation reductions lowered consolidated operating expenses by approximately $15 million in second quarter 2020. We also made workforce reductions in our Asset-Based network to better align resources with business levels during second quarter 2020. We reversed our cost reductions beginning in the third quarter of 2020, including officer and nonunion employee salaries, the employer match on our nonunion 401(k) plan, and fees for our Board of Directors.paragraphs.

Innovative technology costs related to the freight handling pilot test program at ABF Freight are discussed in Asset-Based Operating Income within the Asset-Based Segment Results section of Asset-Based Operations. Initiatives to optimize our performance through technological innovation, including costs related to our investment in human-centered remote operation software, are reported in the “Other and eliminations” line of consolidated operating income. These combined costs impacted consolidated results by ~~$7.4~~a total of $10.3 million (pre-tax), or ~~$5.6~~$7.8 million (after-tax) and ~~$0.21~~$0.30 per diluted share, for second quarter ~~2021,~~2022, compared to ~~$4.7~~$8.5 million (pre-tax), or ~~$3.6~~$6.4 million (after-tax) and ~~$0.14~~$0.24 per diluted share, for second quarter ~~2020.~~2021. For the six months ended June 30, ~~2021,~~2022, these costs impacted consolidated results by ~~$14.3~~a total of $20.0 million (pre-tax), or ~~$10.9~~$15.1 million (after-tax) and ~~$0.40~~$0.59 per diluted share compared to ~~$9.3~~$16.1 million (pre-tax), or ~~$7.2~~$12.2 million (after-tax) and ~~$0.27~~$0.45 per diluted share, for the same period of ~~2020. The freight handling pilot test program is discussed in the Asset-Based Operating Income section of Asset-Based Segment Results within Asset-Based Operations.~~2021.

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

~~For the three and six months~~ ~~ended~~ ~~June 30, 2021~~, compared to the same periods of 2020, expenses for certain nonunion performance-based incentive plans, including long-term incentive plans impacted by shareholder returns relative to peers, increased $14.0 million and $22.5 million, respectively. Nonunion healthcare expenses increased $3.4 million and $4.5 million for the three and six months ended June 30, 2020, respectively, versus the same prior-year periods. For the six months ended June 30, 2021, consolidated operating income also benefited from gains on the sale of property and equipment, which increased $5.3 million compared to the same period of 2020.

~~The loss reported in the “Other and eliminations” line, which totaled $5.9 million and $13.0 million~~share, for the three and six months ended June 30, 2021, ~~respectively,~~ compared to ~~$2.7~~a gain of $0.4 million (pre-tax), or $0.3 million (after-tax) and $7.7 million for the same periods of 2020, includes expenses related to investments to develop and design various ArcBest technology and innovations as well as expenses related to shared services for the delivery of comprehensive transportation and logistics services to ArcBest’s customers. The $3.2 million and $5.3 million increase in the loss reported in “Other and eliminations”$0.01 per diluted share, recognized for the three and six months ended June 30, ~~2021, respectively, primarily reflects higher expenses compared to~~2022 upon release of the ~~same periods of 2020, due to the previously discussed cost reductions during the~~funds from escrow in second quarter 2022.

The liability for contingent consideration recorded for the MoLo acquisition is remeasured at each quarterly reporting date, and any change in fair value as a result of ~~2020~~the recurring assessments is recognized in ~~response~~operating income. The quarterly remeasurement of the contingent consideration resulted in no impact to consolidated operating results in second quarter 2022. The first quarter 2022 remeasurement reduced the ~~COVID-19 pandemic~~year-to-date 2022 consolidated results by a total of $0.8 million (pre-tax), or $0.6 million (after-tax) and increases in shared service personnel expenses related to higher business levels in the 2021 periods compared to the weaker economic environment experienced in the prior-year periods. We expect the loss reported in “Other and eliminations” for third quarter and full-year 2021 to approximate $5 million and $24 million, respectively.$0.02 per diluted share.

In addition to the above items, consolidated net income and earnings per share were impacted by changes in the cash surrender value of variable life insurance policies, tax benefits from the vesting of share-based compensation awards, and other changes in the effective tax rate as described within the Income Taxes section of MD&A. A portion of our variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. Changes in the cash surrender value of life insurance policies, which are reported below the operating income line in the consolidated statements of operations, ~~increased~~decreased net income by $2.7 million, or $0.11 per diluted share, and $3.5 million, or $0.14 per diluted share, for the three and six months ended June 30, 2022, respectively, compared to an increase in net income of $1.2 million, or $0.05 per diluted share, and $2.5 million, or $0.09 per diluted share, for the three and six months ended June 30, 2021, respectively, compared to an increase in net income of $2.6 million, or $0.10 per diluted share, and a decrease of $1.2 million, or $0.05 per diluted share, respectively, for the same prior-year periods. The vesting of restricted stock units, which primarily occurs in the second quarter of each year, resulted in a tax benefit of $5.1 million, or $0.20 per diluted share, and $5.9 million, or $0.23 per diluted share, for the three and six months ended June 30, 2022, respectively, compared to tax benefit of $6.8 million, or $0.25 per diluted share, and $6.9 million, or $0.26 per diluted share, ~~for the three and six months ended June 30, 2021,~~ respectively, ~~compared to tax expense of $0.7 million, or $0.03 per diluted share,~~ for ~~each of~~ the same periods of ~~2020.~~2021.

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

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. Accordingly, using these measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of our operating performance, because it excludes amortization of acquired intangibles and software of the Asset-Light businesses and changes in the fair value of contingent consideration, which are significant expenses resulting from strategic decisions rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our Third Amended and Restated Credit Agreement (see Note FG to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q). Other companies may calculate Adjusted EBITDA differently; therefore, our calculation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. Adjusted EBITDA should not be construed as a better measurement than operating income, operating cash flow, net income, or earnings per share, as determined under GAAP. The following table presents a reconciliation of Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented.

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Consolidated Adjusted EBITDA


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30				June 30				June 30				June 30
	2021		2020		2021		2020		2022		2021		2022		2021

	(in thousands)								(in thousands)
Net income	$	60,981	$	15,880	$	84,342	$	17,782	$	102,461	$	60,981	$	172,030	$	84,342
Interest and other related financing costs		2,274		3,378		4,702		6,325		1,863		2,274		3,802		4,702
Income tax provision		12,477		4,854		20,463		5,337		30,576		12,477		53,276		20,463
Depreciation and amortization(1)		30,282		29,086		60,636		58,099		35,330		30,282		70,153		60,636
Amortization of share-based compensation		3,324		2,890		5,678		5,071		3,878		3,324		6,641		5,678
Amortization of net actuarial gains of benefit plans and pension settlement expense⁽¹⁾		(134)		(148)		(269)		(204)
Change in fair value of contingent consideration⁽²⁾										—		—		810		—
Gain on sale of subsidiary⁽³⁾										(402)		(6,923)		(402)		(6,923)
Consolidated Adjusted EBITDA	$	109,204	$	55,940	$	175,552	$	92,410	$	173,706	$	102,415	$	306,310	$	168,898

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

(2)

Represents change in fair value of the contingent consideration recorded for the MoLo acquisition. The ~~six months ended June 30, 2020 include pre-tax pension settlement expense~~liability for contingent consideration is remeasured at each quarterly reporting date, and any change in fair value as a result of ~~$0.1 million related~~the recurring assessments is recognized in operating income. See Note C to our ~~supplemental benefit plan.~~consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(3)

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

Asset-Based Operations

Asset-Based Segment Overview

The Asset-Based segment consists of ABF Freight System, Inc., a wholly owned subsidiary of ArcBest Corporation, and certain other ~~subsidiaries~~subsidiaries. Our Asset-Based segment operates a less-than-truckload (“LTL”) network across North America to provide freight transportation services. Our customers trust the LTL solutions ABF ~~Freight”).~~Freight has provided for nearly a century and rely on us to solve their transportation challenges. We are strategically investing in our Asset-Based operations to utilize technology to improve freight handling processes and provide better experiences for our customers. Our Asset-Based operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our ~~2020~~2021 Annual Report on Form 10-K.

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The key indicators necessary to understand the operating results of our Asset-Based segment, which are more fully described in the Asset-Based Segment Overview within the Asset-Based Operations section of Results of Operations in Item 7 (MD&A) of Part II of our ~~2020~~2021 Annual Report on Form 10-K, are outlined below. These key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Based segment. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period. These statistics are defined within the key indicators below and referred to throughout the discussion of the results of our Asset-Based segment:

●

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

●

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

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

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

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

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

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

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●

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

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

●

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

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

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

●

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

●

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

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

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

As of June ~~2021,~~2022, approximately 82% of our Asset-Based segment’s employees were covered under the ABF National Master Freight Agreement (the “2018 ABF NMFA”), the collective bargaining agreement with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023. Under the 2018 ABF NMFA, the contractual wage and benefits costs, including the ratification bonuses and vacation restoration, are estimated to increase approximately 2.0% on a compounded annual basis through the end of the agreement. Profit-sharing bonuses based on the Asset-Based segment’s annual operating ratios for any full calendar year under the contract represent an additional increase in costs under the 2018 ABF NMFA. The contractual wage rate under the 2018 ABF NMFA increased

~~1.7%~~ 1.9% effective July 1, ~~2021,~~2022 and the average health, welfare, and pension benefit contribution rate is expected to increase

approximately ~~2.5%~~2.4% effective primarily on August 1, ~~2021.~~2022.

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Asset-Based Segment Results

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

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

Asset-Based Operating Expenses (Operating Ratio)

Salaries, wages, and benefits

46.3
%
54.1
%
48.6
%
54.6
%

Fuel, supplies, and expenses

9.9

9.9

10.4

11.0

Operating taxes and licenses

1.9

2.5

2.0

2.5

Insurance

1.4

1.8

1.5

1.6

Communications and utilities

0.7

1.0

0.8

0.9

Depreciation and amortization

3.6

5.1

3.9

4.8

Rents and purchased transportation

14.6

10.0

14.1

10.4

Shared services

10.6

9.9

10.4

9.7

Gain on sale of property and equipment

—

(0.2)

(0.7)

(0.3)

Innovative technology costs⁽¹⁾

1.2

1.0

1.2

1.0

Other

—

0.3

—

0.3

90.2
%
95.4
%
92.2
%
96.5
%

Asset-Based Operating Income

9.8
%
4.6
%
7.8
%
3.5
%


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

Asset-Based Operating Income	14.5	%	9.8	%	13.0	%	7.8	%

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

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

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

% Change


2021

2020

% Change

Workdays⁽¹⁾

63.5

63.5



126.5

127.5

Billed revenue per hundredweight, including fuel surcharges

$
38.87

$
33.69

15.4
%

$
37.54

$
33.41

12.4
%

Pounds

1,701,634,637

1,386,384,302

22.7
%

3,258,464,543

2,939,320,599

10.9
%

Pounds per day

26,797,396

21,832,824

22.7
%

25,758,613

23,053,495

11.7
%

Shipments per day

19,713

17,372

13.5
%

19,504

18,090

7.8
%

Shipments per DSY hour

0.450

0.463

(2.8)
%

0.452

0.450

0.4
%

Pounds per shipment

1,359

1,257

8.1
%

1,321

1,274

3.7
%

Pounds per mile

19.09

20.19

(5.4)
%

19.14

20.02

(4.4)
%

Average length of haul (miles)

1,107

1,084

2.1
%

1,099

1,062

3.5
%


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

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

Asset-Based Revenues

Asset-Based segment revenues for the three and six months ended June 30, ~~2021~~2022 totaled $802.6 million and $1,507.9 million, respectively, compared to $652.8 million and $1,209.1 ~~million, respectively, compared to $460.1 million and $975.8~~ million, respectively, for the same periods of ~~2020.~~2021. The increase in revenues reflects a solid pricing environment and higher demand for the three and six months ended June 30, 2021 reflects improvement in business levels compared to the significant reduction in demand experienced in second quarter 2020 as a result of the COVID-19 pandemic.freight transportation services. Billed revenue (as described in the Asset-Based Segment Overview) increased ~~41.6%~~22.1% and ~~25.6%~~23.6% on a per-day basis for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same ~~prior-year periods. For the three~~periods of 2021, reflecting a 17.7% and ~~six months ended June 30, 2021, the increase in billed revenue reflects a 22.7% and 11.7% increase in tonnage~~

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~~per day, respectively, and a 15.4% and 12.4%~~19.3% increase in total billed revenue per hundredweight, including fuel surcharges, ~~respectively, compared to~~respectively. For the ~~same periods of 2020.~~three and six months ended June 30, 2022, tonnage per day increased 3.7% and 3.6%, respectively. The number of workdays was the same in second quarter ~~2021~~2022 and ~~fewer~~greater by ~~one~~half of a day in the first half of ~~2021,~~2022, versus the same periods of ~~2020.~~

Tonnage per day increased 22.7% and 11.7% for the three and six months ended June 30, 2021, respectively, compared to the same prior-year periods, due to increases in weight per shipment on higher daily shipment levels. The year-over-year increase in tonnage per day for the three months ended June 30, 2021 reflects double-digit percentage increases in both LTL-rated and truckload-rated tonnage per day. For the six months ended June 30, 2021, tonnage growth reflects a double-digit percentage increase in LTL-rated tonnage per day, partially offset by a low-single-digit percentage decrease in truckload-rated spot shipment tonnage moving in the Asset-Based network. Total shipments increased 13.5% and 7.8% on a per-day basis for the three and six months ended June 30, 2021, respectively, compared to the same periods of 2020, primarily driven by increases in LTL-rated shipments reflecting strong customer demand. Larger-sized LTL-rated shipments, including an increase in pieces per shipment, impacted the growth in total weight per shipment for the three and six months ended June 30, 2021. Truckload-rated tonnage was positively impacted by strong demand for U-Pack household goods moving services in the three- and six-month periods ended June 30, 2021. The total truckload-rated tonnage metrics for the three and six month periods compared to the same prior-year periods were impacted by reductions in spot-quoted shipments.

The ~~15.4%~~17.7% and ~~12.4%~~19.3% increase in total billed revenue per hundredweight, including fuel surcharges, for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same periods of ~~2020,~~2021, was ~~primarily due to~~positively impacted by a strong pricing environment and changes in freight profile and business mix to optimize revenue on shipments in the Asset-Based network. ~~A higher mix of LTL-rated shipments and an increase in U-Pack business, as well as a longer average length of haul and higher~~Higher fuel surcharge revenues associated with increased fuel prices, positively impacted the total billed revenue per hundredweight measure for the three and six months ended June 30, ~~2021,~~2022, compared to the same prior-year periods. ~~On-going yield management initiatives, including a general rate increase, also contributed to the year-over-year improvement in billed revenue per hundredweight.~~ Excluding the impact of fuel surcharges, the percentage increase in billed revenue per hundredweight on LTL-rated freight was in the ~~mid-single~~double digits for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to the same ~~prior-year periods.~~periods of 2021. Prices on accounts subject to deferred pricing agreements and annually negotiated contracts which were renewed during the three and six months ended June 30, ~~2021~~2022 increased approximately ~~6.7%~~8.0% and ~~6.1%~~8.6%, respectively, compared to the same periods of ~~2020. Pricing on contractual business reflected~~2021. These higher than historical average price increases ~~primarily due to~~on contractual business reflect customer demand for our Asset-Based services during a period of tight market capacity and ~~increased customer business levels.~~supply chain volatility. The Asset-Based segment implemented nominal general rate increases on its LTL base rate tariffs of 6.9% and 5.95% effective November 15, 2021 and ~~5.9% effective~~ January 25, 2021, ~~and February 24, 2020,~~ respectively, although the rate changes vary by lane and shipment characteristics.

The ~~Asset-Based segment’s average nominal fuel surcharge rate~~3.7% and 3.6% increase in tonnage per day for the three and six months ended June 30, ~~2021~~2022, respectively, compared to the same prior-year periods, primarily reflects an increase in shipment levels combined with higher average weight per shipment. Total shipments increased ~~approximately 440~~2.0% and ~~220~~1.1% on a per-day basis ~~points,~~for the three and six months ended June 30, 2022, respectively, compared to the same periods of ~~2020.~~2021, reflecting growth in both LTL-rated and truckload-rated shipments. Management’s work to optimize revenue on shipments in the Asset-Based network contributed to larger-sized LTL-rated and truckload-rated shipments, which impacted the growth in the total weight per shipment metric for the three and six months ended June 30, 2022. Truckload-rated U-Pack household goods shipments were intentionally moderated in order to better serve core LTL customers in the first half of 2022; however, improvement in pricing on these shipments for the

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

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

Asset-Based Operating Income

The Asset-Based segment generated operating income of ~~$63.9~~$116.7 million and ~~$94.0~~$196.7 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~$21.0~~$63.9 million and ~~$34.3~~$94.0 million, respectively, for the same periods of ~~2020.~~2021. The Asset-Based segment’s operating ratio improved by ~~5.2~~4.7 percentage points and ~~4.3~~5.2 percentage points for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same prior-year periods, reflecting the increased revenues, ~~and management of~~partially offset by higher operating ~~resources~~costs due to ~~higher shipment~~increased business levels. Operating income for the six months ended June 30, 2021 was also positively impacted by the sale of an unutilized property which contributed to the $8.6 million of total gains on the sale of property and equipment, compared to $3.3 million in the same prior-year period.

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Innovative technology costs related to the freight handling pilot test program (the “pilot”) at ABF Freight impacted operating results of the Asset-Based segment by ~~$7.5~~$8.0 million and ~~$14.4~~$14.9 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~$4.8~~$7.5 million and ~~$9.3~~$14.4 million, respectively, for the same periods of ~~2020.~~2021. The pilot, which began in early 2019, is in the early stages in a limited number of locations. While ArcBest believes the pilot has potential to provide safer and improved freight handling, a number of factors will be involved in determining proof of concept and there can be no assurances that pilot testing will be successful or expand beyond current testing locations. We anticipate innovative technology costs associated with the pilot to impact our Asset-Based operating expenses by approximately $7.5 million in third quarter 2021, compared to $6.2 million in third quarter 2020.

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

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Asset-Based Operating Expenses

Labor costs, which are reported in operating expenses as salaries, wages, and benefits, amounted to ~~46.3%~~40.9% and ~~48.6%~~42.5% of Asset-Based segment revenues for the three and six-month period ended June 30, ~~2021,~~2022, respectively, compared to ~~54.1% 54.6%~~46.3% and 48.6%, respectively, for the same periods of ~~2020.~~2021. The decreases in salaries, wages, and benefits as a percentage of revenue for the three and six months ended June 30, ~~2021,~~2022, compared to the same prior-year periods, were partially offset by higher utilization of purchased transportation to meet customer demand for increased shipment levels. The improvement in salaries, wages, and benefits as a percentage of revenue was also influenced by the effect of higher revenues, including fuel surcharges, as a portion of operating costs are fixed in nature and decrease as a percent of revenue with increases in revenue levels. Salaries, wages, and benefits increased ~~$53.4~~$25.7 million and ~~$55.2~~$53.5 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same periods of ~~2020,~~2021, primarily due to ~~the increase in~~higher headcount as additional drivers and service center personnel were hired to service increased business levels. The ~~increase~~increases in ~~expense~~labor costs also ~~reflects higher expense accruals for certain performance-based incentive plans,~~reflect year-over-year increases in contractual wage and benefit contribution rates under the 2018 ABF NMFA and higher ~~nonunion wages and benefits versus the prior-year periods when cost reductions were in place in response to the COVID-19 pandemic, as previously discussed~~workers’ compensation expense reflecting an increase in the ~~Consolidated Results section~~severity of ~~MD&A.~~claims experience. The contractual wage rate under the 2018 ABF NMFA increased ~~1.6%~~1.7% effective July 1, ~~2020,~~2021 and the average health, welfare, and pension benefit contribution rate increased approximately ~~2.2%~~2.4% effective primarily on August 1, ~~2020.~~2021.

The Asset-Based segment manages costs with shipment levels; however, ~~increased shipment levels, freight profile changes, challenges with hiring an adequate~~a number of ~~personnel, and equipment capacity constraints~~factors pressured the efficiency of ~~dock, street, and yard~~DSY tasks during the ~~second quarter~~first half of ~~2021.~~2022. Shipments per DSY hour declined ~~2.8%~~4.2% and 4.4% for the ~~second quarter~~three and six months ended June 30, 2022, respectively, compared to the same periods of 2021, ~~compared to second quarter 2020, primarily due to~~reflecting personnel inefficiencies, ~~driven by~~including training a record number of new hires; equipment capacity constraints related to ~~the business growth~~market conditions; and the effect of ~~handling a higher number of larger LTL-rated shipments, including an increase in pieces~~freight profile and mix changes, which contributed to improved revenue per shipment. ~~For the six months ended June 30, 2021, shipments per DSY hour improved 0.4% compared to the same period of 2020.~~ While the Asset-Based segment has added employees to service the business growth, the segment had to supplement resources with increased utilization of higher-cost purchased transportation in certain locations to manage service levels. The ~~decrease~~slight increase in pounds per mile ~~of 5.4% and 4.4%~~ for the three and ~~six months~~six-month periods ended June 30, ~~2021, respectively,~~2022, compared to the same ~~period~~periods of ~~2020,~~2021, was ~~due to the higher number of miles (including purchased transportation miles) incurred to service the business growth and the increase in~~impacted by a lower average length of haul ~~resulting from intended changes in business~~related to the higher mix ~~which was compensated by an increase in billed revenue per shipment.~~of LTL-rated shipments handled during the 2022 periods.

Fuel, supplies, and expenses as a percentage of revenue ~~for the second quarter of 2021 was consistent with the second quarter of 2020. For the six months ended June 30, 2021, fuel, supplies, and expenses as a percentage of revenue decreased 0.6~~increased 2.5 percentage points ~~compared to the same period of 2020. The changes in fuel, supplies,~~ and ~~expenses as a~~1.8 percentage of revenue were influenced by the effect of higher revenues including fuel surcharges, as a portion of operating costs are fixed in nature and decrease as a percent of revenue with increases in revenue levels. Fuel, supplies, and expenses increased $19.0 million and $18.6 million forpoints during the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same ~~prior-year period,~~periods of 2021, primarily due to higher fuel ~~costs as the~~costs. The Asset-Based segment’s average fuel price per gallon (excluding taxes) increased approximately ~~96%~~97% and ~~39%~~83% during the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same ~~period~~periods of ~~2020.~~2021. More miles driven as a result of the increase in business levels also contributed to the year-over-year increases in fuel, supplies, and expenses. ~~For the six months ended June 30, 2021, fuel, supplies, and expenses was also impacted by higher expenses associated with increased business levels and weather-related service center~~

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~~expenses resulting from severe winter storms in first quarter 2021, partially offset by lower costs related to repairs and maintenance on tractors and trailers.~~

Depreciation and amortization as a percentage of revenue decreased ~~1.5~~0.5 percentage points and ~~0.9~~0.7 percentage points for the three and ~~six months~~six-month period ended June 30, ~~2021,~~2022, respectively, compared to the same periods of ~~2020;~~2021; however, depreciation and amortization expense was relatively consistent across the periods. The decrease in depreciation and amortization as a percentage of revenue was influenced by the effect of higher revenues, as a portion of operating costs are fixed in nature and decrease as a percent of revenue with increases in revenue levels.

Rents and purchased transportation as a percentage of revenue increased ~~4.6~~0.5 percentage points and ~~3.7~~0.8 percentage points for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to the same periods of ~~2020,~~2021, primarily due to higher rates and increased utilization of rail, local delivery agents, and linehaul purchased transportation necessary to serve the needs of our ~~customers as freight demand~~customers. The year-over-year increases in purchased transportation costs were also impacted by higher fuel surcharges related to these services due to higher fuel costs. Rail miles were consistent for second quarter 2022 compared to second quarter 2021, but increased ~~across~~approximately 3% for the ~~Asset-Based system during the first half of 2021. For the three- and six-month periods~~six months ended June 30, ~~2021, rail miles increased approximately 53% and 39%, respectively,~~2022, compared to the same ~~prior-year periods.~~periods of 2021, due to customer service requirements during the first quarter of 2022.

Shared services as a percentage of revenue ~~increased 0.7~~decreased 1.2 percentage points and 0.8 percentage points for ~~each of~~ the ~~three-~~three and six-month ~~periods~~period ended June 30, ~~2021,~~2022, respectively, compared to the same periods in 2021. The decrease in shared services as a percentage of revenue was influenced by the effect of higher revenues. Shared service costs increased $6.2 million and $17.5 million during the three and six months ended June 30, 2022, respectively, compared to the same periods of ~~2020, primarily~~2021, due to the ~~cost reductions that were in place during 2020 in response to the COVID-19 pandemic, as previously discussed in the Consolidated Results section~~impact of ~~MD&A. In addition, the increase in costs as a percentage of revenue reflects~~higher business levels and higher expense accruals for certain performance-based incentive plans, including long-term incentive plans impacted by shareholder returns relative to ~~peers,~~peers.

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Gain on sale of property and equipment was $4.6 million lower for ~~which~~ the timing of recognition was impacted by the effect of the COVID-19 pandemic on operating results for the first half of 2020. The business growth also resulted in higher shared service expense allocations for the three and six months ended June 30, ~~2021,~~2022, compared to the same ~~prior-year periods.~~

~~Asset-Based Segment — July 2021~~

~~The year-over-year improvements in our Asset-Based business levels during the first half~~period of 2021, ~~continued during July 2021 as~~primarily due to an $8.6 million gain on the ~~segment benefited from a strong pricing environment~~sale of an unutilized property in first quarter 2021. The difference in gain on sale of property and ~~increased customer business levels. Although statistics~~equipment negatively impacted the operating ratio comparison by 0.4 percentage points for ~~July 2021 have not been finalized, preliminary Asset-Based billed revenues increased approximately 25% on a per-day basis in July 2021,~~the six months ended June 30, 2022, compared to July 2020, reflecting an increase in average daily total tonnage of approximately 5% and an increase in total billed revenue per hundredweight, including fuel surcharges, of approximately 20%. Total shipments per day increased approximately 3% in July 2021, compared to July 2020. Total weight per shipment increased approximately 2% in July 2021, with the weight per shipment on LTL-rated shipments up approximately 6%, versus the same prior-year period.

The first quarter of each year generally has the highest operating ratio of the year, although other factors, including the current economic recovery, may influence quarterly comparisons. Current economic conditions and the Asset-Based segment’s pricing approach (which is described in the Asset-Based Segment Overview within the Results of Operations section of Item 7 (MD&A) of Part II of our 2020 Annual Report on Form 10-K) will continue to impact our Asset-Based segment’s tonnage levels and the prices it receives for its services and, as such, there can be no assurance that our Asset-Based segment will maintain or achieve improvements in its current operating results. Our efforts to manage operational costs in the Asset-Based network may not directly correspond to significant changes in business levels and there can be no assurance that the impact of the COVID-19 pandemic will not have an adverse effect on our operating results in future periods. The marketplace pricing environment has been positive and rational during our efforts to secure needed price increases; however, the competitive environment could limit the Asset-Based segment from securing adequate increases in base LTL freight rates and could limit the amount of fuel surcharge revenue recovered in future periods.

Asset-Light Operations

Asset-Light Overview

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

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

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

Our Asset-Light operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in Item 1 (Business) and in Item 1A (Risk Factors) of Part I of our ~~2020~~2021 Annual Report on Form 10-K. The key indicators necessary to understand our Asset-Light operating results are outlined below. These key indicators are used by management to evaluate segment operating performance and measure the effectiveness of strategic initiatives in the results of our Asset-Light segments. We quantify certain key indicators using key operating statistics which are important measures in analyzing segment operating results from period to period. These statistics are defined within the key indicators below and referred to throughout the discussion of the results of our Asset-Light operations:

●

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

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

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

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●

Prices obtained for services, primarily measured by:

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

●

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

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

●

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

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

Presentation and discussion of the key operating statistics of revenue per shipment and shipments per day for the ArcBest segment exclude statistical data of the managed transportation solutions transactions. Growth in managed transportation solutions has increased the number of shipments for these services to approximately ~~one half~~40% of the ArcBest segment’s total shipments, while the business represents ~~less than 20%~~approximately 15% of segment revenues for the three and six months ended June 30, ~~2021.~~2022, respectively. Due to the nature of our managed transportation solutions which typically involve a larger number of shipments at a significantly lower revenue per shipment level than the segment’s other service offerings, inclusion of the managed transportation solutions data would result in key operating statistics which are not representative of the operating results of the segment as a whole. As such, the key operating statistics management uses to evaluate performance of the ArcBest segment exclude managed transportation services transactions.

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

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Asset-Light Results

For the three and six months ended June 30, ~~2021,~~2022, the combined revenues of our Asset-Light operations totaled ~~$330.3~~$631.8 million and ~~$641.8~~$1,305.4 million, respectively, compared to ~~$197.9~~$330.3 million and ~~$415.1~~$641.8 million, respectively, for the same periods of ~~2020.~~2021. The ~~increase in revenues~~revenue increases reflect the acquired operations of MoLo and a combination of higher market rates and customer demand for the three and six months ended June 30, 2021 reflects improvement in business levels compared to the significant reduction in demand experienced in second quarter 2020 as a result of the COVID-19 pandemic. The combined revenues of our Asset-Light operating segments generated approximately 34% and 35% of our total revenues before other revenues and intercompany eliminations for the three and six months ended June 30, 2021, respectively, compared to approximately 30% for both the three and six months ended June 30, 2020.services. Our Asset-Light combined operating income for the three and six months ended June 30, ~~2021~~2022 improved to $29.1 million and $51.9 million, respectively, compared to $16.3 million and $25.6 ~~million, respectively, compared to $2.1 million and $1.7~~ million, respectively, for the same prior-year periods, primarily reflecting ~~improved demand~~the increase in revenues and ~~higher market prices resulting from tighter truckload market capacity. The year-over-year operating income improvement also benefited from a $6.9 million gain on~~changes in costs as described in the ~~sale of the labor services subsidiary within the segment’s moving business during the second quarter of 2021.~~ following paragraphs.

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ArcBest Segment

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

Three Months Ended

Six Months Ended

June 30

June 30


2021

2020

2021

2020

ArcBest Segment Operating Expenses (Operating Ratio)

Purchased transportation

83.7
%
82.6
%
83.6
%
82.9
%

Supplies and expenses

0.9

1.3

1.0

1.3

Depreciation and amortization

0.9

1.6

0.9

1.6

Shared services

10.7

12.4

10.5

12.8

Gain on sale of subsidiaries⁽¹⁾

(2.6)

—

(1.3)

—

Other

0.8

1.2

0.8

1.4

94.4
%
99.1
%
95.5
%
100.0
%

ArcBest Segment Operating Income (Loss)

5.6
%
0.9
%
4.5
%
—
%


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

ArcBest Segment Operating Income	5.0	%	5.6	%	4.2	%	4.5	%

(1)	~~Gain recognized for the three and six months ended June 30,~~Includes amortization of intangibles associated with acquired businesses.

(2)

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

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

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

Year Over Year % Change

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2021

Revenue per shipment

32.9%

29.5%

Shipments per day

39.0%

30.4%


	Year Over Year % Change
	Three Months Ended		Six Months Ended
	June 30, 2022		June 30, 2022

Revenue per shipment		15.2%		23.5%

Shipments per day		74.8%		79.2%

ArcBest segment revenues totaled ~~$270.7~~$549.7 million and ~~$523.1~~$1,144.9 million for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to ~~$151.5~~$270.7 million and ~~$316.2~~$523.1 million, ~~respectively,~~ for the same periods of ~~2020.~~2021. The ~~78.8%~~segment’s revenues more than doubled year-over-year due to the addition of business from MoLo and ~~65.4% respective increases in revenues primarily reflect~~ improved market ~~demand compared to the same periods of 2020, which were negatively impacted by the COVID-19 pandemic.~~demand. The revenue increases for the three and six months ended June 30, ~~2021,~~2022, compared to the same periods of ~~2020, primarily~~2021, reflect ~~increases~~an increase in revenue per shipment of ~~32.9%~~15.2% and ~~29.5%~~23.5%, respectively, associated with higher market prices, ~~resulting from~~including higher fuel, in a tighter truckload capacity market, and ~~increases~~an increase in shipments per day of 74.8% and 79.2% (excluding managed transportation shipments) ~~of 39.0% and 30.4%~~, respectively, due to ~~strong~~the acquired operations of MoLo and customer demand. Customers’ growing need for comprehensive, managed logistics solutions, growth initiatives for our truckload brokerage services, and demand for our expedite, dedicated, and international services also contributed to the year-over-year increase in revenues. The revenue increases for the three and six months ended June 30, 2022, compared to the same periods of 2021, were partially offset by lower moving services revenue due to the sale of the labor services subsidiary within the segment’s moving business during the second quarter of 2021. The number of workdays was the same in second quarter 2022 and greater by half of a day in the first half of 2022, versus the same periods of 2021.

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

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~~demand. Customers’ growing need for comprehensive, managed logistics solutions and new account growth also contributed to the year-over-year increases in revenues.~~

~~Operating income totaled $15.1 million and $23.4 million for the three and six months ended~~ June 30, ~~2021, respectively, compared to operating income of $1.3 million~~2022 and, ~~an operating loss of $0.1 million for the same periods of 2020, respectively, with the improvement primarily reflecting the increases in revenues.Increased customer shipping levels~~ combined with ~~limited equipment availability in the logistics marketplace positively impacted demand and pricing for ground expedite services for the three and six months ended June 30, 2021 and~~effective cost control, contributed to the segment’s operating income improvement, compared to the ~~prior-year periods.~~same periods of 2021. Operating results for the three and six months ended June 30, 2021 ~~also~~ benefited from a $6.9 million gain on the sale of a subsidiary within the segment’s moving business, as previously mentioned, which contributed 2.6 percentage points and 1.3 percentage points to the segment’s operating ratio for the three and six months ended June 30, 2021, respectively. A $0.4 million gain related to the sale of this subsidiary was recognized upon release of the funds from escrow in second quarter 2022, benefiting operating results for the three and six months ended June 30, 2022, and contributing 0.1 percentage point to the segment’s operating ratio in second quarter 2022.

The segment’s purchased transportation costs as a percentage of revenue ~~increased~~decreased by ~~1.1~~2.2 percentage points and ~~0.7~~0.1 percentage ~~points~~point for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to the same periods of ~~2020. Due~~2021. During the first quarter of 2022, due to changes in market conditions and freight mix, the prices paid for purchased transportation increased by a higher percentage than the prices we secured from customers, resulting in margin compression compared to the same period in 2021. However, second quarter 2022 benefited from higher revenue rates contracted with customers in previous periods as the market cost to source capacity declined during the three ~~and six~~ months ended June 30, ~~2021, compared~~2022. The addition of MoLo truckload business and expertise contributed to the ~~same periods~~profitable management of ~~2020.~~the rapidly changing spot market. Significant changes in market capacity, such as those experienced ~~during 2020 and 2021,~~in recent years impact the cost of sourcing such capacity which may not correspond to the timing of revisions to customer pricing and our revenue per shipment. There can be no assurance that the strong pricing environment we have experienced since the second half of 2020 will continue.

~~As previously discussed in the Consolidated Results section of MD&A, prior-year operating~~Operating expenses were lower due to corporate cost reductions in place during the second quarter of 2020, in response to the COVID-19 pandemic. As cost reductions were lifted, operating expenses returned to more normal levels, resulting in increases when comparing to prior-year periods. Operating results for the three and six months ended June 30, ~~2021 were also impacted by higher operating expenses~~2022 increased due to ~~increased business levels~~additional wages and costs to manage higher shipment volumes, including the impact of MoLo; growth initiatives, including investments in technology and ~~increased wages~~capacity; and ~~costs to manage higher shipment volumes. These higher expenses contributed to~~additional amortization of acquired intangibles and changes in the ~~$10.2~~fair value of the contingent consideration associated with the MoLo acquisition. The $28.9 million and ~~$14.6~~$53.0 million increase in shared service costs for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to the same prior-year ~~periods.~~periods, are primarily related to personnel and other operating expenses for the operations of MoLo and training costs associated with the integration of our truckload operations with MoLo. Shared service costs as a percentage of revenue decreased ~~1.7~~0.1 percentage point and ~~2.3~~1.0 percentage ~~points~~point for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to the same periods of ~~2020,~~2021, due to the effect of higher revenues, as a portion of these costs are fixed in nature and decrease as a percentage of revenue with increases in revenue levels. Although the ArcBest segment manages costs with shipment levels, portions of operating expenses are fixed in nature and cost reductions can be limited as the segment strives to enhance capacity sources and maintain customer service.

~~ArcBest Segment –July 2021~~

The year-over-year improvements in our ArcBest segment business levels during the first half of 2021 continued during July 2021. Although statistics for July 2021 have not been finalized, preliminary revenues of our ArcBest segment on a per-day basis in July 2021 were approximately 47% above the prior-year period, reflecting increases in shipments per day and revenue per shipment, as the segment benefited from continued customer demand in an improving economic environment and higher market prices resulting from tighter truckload market capacity. Current economic conditions will continue to impact business levels and purchased transportation costs of our ArcBest segment and, as such, there can be no assurance that the effect of the economic environment, including the impact of the COVID-19 pandemic, will not have an adverse effect on the operating results of our ArcBest segment in future periods.

FleetNet Segment

FleetNet’s revenues totaled ~~$59.5~~$82.1 million and ~~$118.7~~$160.5 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~$46.4~~$59.5 million and ~~$98.9~~$118.7 million, respectively, for the same periods of ~~2020.~~2021. The ~~28.2%~~37.9% and ~~20.1% increases~~35.2% increase in revenues for the three and six months ended June 30, ~~2021, respectively,~~2022, compared to the same prior-year periods, ~~of 2020, were~~was driven by higher event volumes and increases in revenue per event for roadside and preventative maintenance services. ~~FleetNet’s results reflect higher demand for its services compared to the same periods of 2020, which were impacted by a reduction in miles driven by customers as a result of the COVID-19 pandemic.~~ The increase in ~~roadside~~ service event ~~volumes~~volume was driven by business from new customers. Roadside service event growth was also impacted by a higher number of events from customers who experienced an increase in e-commerce business and, ~~for the six-month period, severe winter weather~~ during the first quarter of ~~2021.~~2022, the effect of multiple severe weather events.

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FleetNet’s operating income totaled ~~$1.1~~$1.6 million and ~~$2.2~~$3.3 million for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~$0.8~~$1.1 million and ~~$1.8~~$2.2 million, respectively, for the same ~~periods~~period of ~~2020, primarily reflecting the increases~~2021. The increase in ~~revenues.~~ FleetNet’s operating income ~~margins~~ for the ~~second quarter of 2021 benefited from~~three and six months ended June 30, 2022, compared to the same prior-year periods, was driven by increases in revenue per event which outpaced the increased costs to service ~~events. For the six months ended June 30, 2021, the impact of~~ higher ~~revenue per~~ event ~~on FleetNet’s~~volumes. The operating income ~~margins~~improvement was partially offset by higher operating expenses for labor costs, as headcount and the ~~effect of higher costs to service~~associated wages and benefits have increased as the ~~increase~~segment focuses on improvement in ~~total events, compared to the same period of 2020.~~customer engagement.

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

We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP performance measures and ratios, such as Adjusted EBITDA, which is utilized for internal analysis, provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing our

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

Asset-Light Adjusted EBITDA

Three Months Ended

Six Months Ended

June 30

June 30

2021

2020

2021

2020

(in thousands)

ArcBest Segment

Operating Income (Loss)⁽¹⁾

$
15,127

$
1,303

$
23,392

$
(106)

Depreciation and amortization⁽²⁾

2,366

2,449

4,752

4,919

Adjusted EBITDA

$
17,493

$
3,752

$
28,144

$
4,813

FleetNet Segment

Operating Income⁽¹⁾

$
1,138

$
782

$
2,161

$
1,822

Depreciation and amortization

413

402

828

793

Adjusted EBITDA

$
1,551

$
1,184

$
2,989

$
2,615

Total Asset-Light

Operating Income⁽¹⁾

$
16,265

$
2,085

$
25,553

$
1,716

Depreciation and amortization

2,779

2,851

5,580

5,712

Adjusted EBITDA

$
19,044

$
4,936

$
31,133

$
7,428


	Three Months Ended				Six Months Ended
	June 30				June 30
	2022		2021		2022		2021

	(in thousands)
ArcBest Segment
Operating Income⁽¹⁾	$	27,479	$	15,127	$	48,595	$	23,392
Depreciation and amortization⁽²⁾		5,468		2,366		10,648		4,752
Change in fair value of contingent consideration⁽³⁾		—		—		810		—
Gain on sale of subsidiary⁽⁴⁾		(402)		(6,923)		(402)		(6,923)
Adjusted EBITDA	$	32,545	$	10,570	$	59,651	$	21,221


FleetNet Segment
Operating Income⁽¹⁾	$	1,592	$	1,138	$	3,309	$	2,161
Depreciation and amortization⁽²⁾		446		413		873		828
Adjusted EBITDA	$	2,038	$	1,551	$	4,182	$	2,989


Total Asset-Light
Operating Income⁽¹⁾	$	29,071	$	16,265	$	51,904	$	25,553
Depreciation and amortization⁽²⁾		5,914		2,779		11,521		5,580
Change in fair value of contingent consideration⁽³⁾		—		—		810		—
Gain on sale of subsidiary⁽⁴⁾		(402)		(6,923)		(402)		(6,923)
Adjusted EBITDA	$	34,583	$	12,121	$	63,833	$	24,210

(1)

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

(2)

Includes amortization of intangibles associated with acquired businesses. For the ArcBest segment, ~~includes~~ amortization of acquired intangibles ~~of $1.0~~totaled $3.2 million and ~~$1.9~~$6.4 million for the three and six months ended June 30, 2022, respectively, compared to $1.0 million and $1.9 million, respectively, for the same periods of 2021, and ~~2020, respectively.~~is expected to total approximately $13.0 million for full-year 2022, compared to $5.3 million in 2021.

(3)

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

(4)

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

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Current Economic Conditions

The COVID-19 pandemic negatively impacted the economy and challenged business operations and supply chains during 2020, which resulted in declines in our business levels and operating results primarily in the second quarter of 2020. Economic conditions ~~continued~~continue to ~~improve during~~be challenged by record inflation levels, supply chain constraints, geopolitical conflicts, including the ~~first half of 2021. During the first quarter of 2021, certain COVID-19 vaccines were approved by the U.S. Food~~war in Ukraine, and Drug Administration for emergency use and a roll-out process began to provide the vaccines to qualified individuals. Vaccinations and other health and safety measures implemented in response to the pandemic slowed the spread of COVID-19 in many geographical areas and lessened the severity of COVID-related restrictions throughout portions of the United States. However, the Delta variant, a highly contagious coronavirus strain which was first identified in India in December 2020, spread to the United States in March 2021 and is now the dominant variant of the virus. Cases have been rising in the United States since early July, especially in certain geographic regions. In late-July 2021, the Centers for Disease Control and Prevention updated their guidance to recommend fully vaccinated people (along with unvaccinated people) should wear masks indoors in public in areas of substantial or high transmission of COVID-19. The recent surge in the Delta variant has increased the uncertainty of the futurecontinued impact of the COVID-19 ~~pandemic on the economy and business operations.~~

~~We are encouraged by the~~pandemic. Recent economic measures have indicated slowing growth in the ~~U.S. real gross domestic product (the “real GDP”) since the second quarter of 2020, when the National Bureau of Economic Research declared that a recession began~~economy, which, combined with higher operating costs and rising consumer prices, has created additional uncertainties in the ~~United States in February 2020,~~global and ~~the improvements in other recent economic measures, including the Institute for Supply Management (ISM) Purchasing Managers’ Index (“PMI”)~~U.S. economies and ~~the Industrial Production Index issued by the Federal Reserve.~~supply chains. According to the advance estimate released by the Bureau of Economic Analysis on July ~~29, 2021,~~28, 2022, the U.S. real ~~GDP increased~~gross domestic product decreased at an annual rate of ~~6.5%~~0.9% for second quarter ~~2021.~~2022. The ~~Industrial Production~~Institute for Supply Management (ISM) Purchasing Managers’ Index ~~while still below pre-pandemic levels, increased at an annual rate of 5.5% for second quarter 2021. PMI,~~(“PMI”), which is a leading indicator for demand in the freight transportation and logistics industry, was ~~59.5%~~52.8% for July ~~2021,~~2022, compared to ~~53.7% for~~59.5% in July ~~2020 and 41.5% in April 2020, which was~~2021. Although the ~~lowest monthly PMI during~~growth rate is slowing, the ~~pandemic. The improvement in~~July 2022 PMI reflects continued economic expansion in the manufacturing sector for the 26^th month in a row after the contraction in April and ~~growth in~~May 2020. The Industrial Production Index issued by the ~~overall economy.~~ Federal Reserve increased at an annual rate of 6.1% for second quarter 2022.Manufacturing and trade inventory levels remain ~~well below the~~low and within a range we consider optimal for ~~businesses which is considered a positive for~~ freight ~~demand;~~demand, although there can be no assurance that the economic environment, including the impact of ~~the COVID-19 pandemic,~~rising interest rates on consumer demand, will be favorable for our freight services in future periods.

Given the uncertainties ~~regarding the~~of current economic ~~environment and the potential impact of the COVID-19 pandemic on our business in future periods,~~conditions, there can be no assurance that our estimates and assumptions regarding the pricing environment and economic conditions, which are made for purposes of impairment tests related to operating assets and deferred tax assets, will prove to be accurate. Extended periods of economic disruption and resulting declines in industrial production and manufacturing and consumer spending could negatively impact demand for our services and have an adverse effect on our results of operations, financial condition, and cash flows. Significant declines in our business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations of our reporting units could result in impairment and a resulting ~~non-cash~~noncash write-off of a significant portion of the goodwill and intangible assets of our ArcBest segment, which would have an adverse effect on our financial condition and operating results.

Effects of Inflation

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

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

Generally, inflationary increases in labor and operating costs ~~regarding~~related to our Asset-Light operations have historically been offset through price increases. The pricing environment, however, generally becomes more competitive during economic

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downturns, which may, as it has in the past, affect the ability to obtain price increases from customers both during and following such periods.

~~Supply~~The impact of supply chain disruptions and component shortages ~~due in part to closure of suppliers’ and manufacturers’ operations during the COVID-19 pandemic as well as strong demand in recent quarters have~~has limited the availability and production of certain revenue equipment and certain other equipment used in our business operations. Consequently, the prices for these items

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have also increased. Partly as a result of inflationary pressures, our revenue equipment (tractors and trailers) has been and will very likely continue to be replaced at higher per unit costs, which could result in higher depreciation charges on a per-unit basis. We consider these costs in setting our pricing policies, although the overall freight rate structure is governed by market forces based on value provided to the customer. The Asset-Based segment’s ability to fully offset inflationary and contractual cost increases can be challenging during periods of recessionary and uncertain economic conditions.

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

Environmental and Legal Matters

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

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

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

Information Technology and Cybersecurity

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

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

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Our information technology systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, these systems are vulnerable to interruption by adverse weather conditions or natural disasters, power loss, telecommunications failures, terrorist attacks, internet failures, computer viruses, and other events beyond our control. It is not practicable to fully protect against the possibility of these events or cybersecurity attacks and other cyber events in every potential circumstance that may arise. To mitigate the potential for such occurrences at our primary data center, we have implemented various systems, including redundant telecommunication facilities; replication of critical data to an offsite location; a fire suppression ~~system~~systems to protect our on-site data ~~center;~~centers; and electrical power protection and generation facilities. We also have a catastrophic disaster recovery plan and alternate processing capability available for our critical data processes in the event of a catastrophe that renders one of our data centers unusable. ~~In response to the health and safety risks posed by the COVID-19 pandemic and in an effort to mitigate the spread of COVID-19, we transitioned a~~A significant portion of our office personnel towork remotely through hybrid and remote work arrangements, ~~during 2020, and many of these employees are still working remotely,~~ which may increase our exposure to cybersecurity risks, including an increased demand for information technology resources, an increased risk of phishing, and an increased risk of other cybersecurity attacks. We continue to implement physical and cybersecurity measures in an attempt to safeguard our systems in order to serve our operational needs in a remote working environment and to provide uninterrupted service to our customers.

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

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

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Liquidity and Capital Resources

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

Cash Flow and Short-Term Investments

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


	June 30		December 31		June 30		December 31
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Cash and cash equivalents⁽¹⁾	$	362,619	$	303,954	$	127,058	$	76,620
Short-term investments⁽²⁾		59,967		65,408		76,802		48,339
Total⁽³⁾	$	422,586	$	369,362	$	203,860	$	124,959

~~(1)~~

~~Cash equivalents consist of money market funds and variable rate demand notes.~~

~~(2)~~

~~Short-term investments consist of certificates of deposit and, at December 31, 2020, U.S. Treasury securities.~~

~~(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.U.S. Treasury securities are recorded at amortized cost plus accrued interest. At June 30, 2021 and December 31, 2020, cash, cash equivalents, and short-term investments totaling $132.5 million and $156.4 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government.

Cash, cash equivalents, and short-term investments increased ~~$53.2~~$78.9 million from December 31, ~~2020~~2021 to June 30, ~~2021.~~2022. During the six-month period ended June 30, ~~2021,~~2022, cash on hand and cash provided by operations ~~was~~were used to ~~repay $54.6~~make payments of $26.9 million ~~of long-term debt (including $20.0 million repaid~~ on ~~the Credit Facility);~~notes payable; fund ~~$14.5~~$40.6 million of capital expenditures, net of proceeds from asset sales (and an additional ~~$8.1~~$19.5 million of certain Asset-Based revenue equipment was financed with notes payable); fund ~~$9.5~~$31.2 million of treasury stock repurchases under the Company’s share repurchase program; fund $8.5 million of internally developed software; ~~purchase $8.1 million of treasury stock;~~ and pay dividends of ~~$4.1~~$4.9 million on common stock.

The comparisons of our consolidated cash flows and liquidity for the six months ended June 30, 2021 to the same period of 2020 are impacted by actions we implemented during 2020 in response to the COVID-19 pandemic. In addition to the cost reductions previously discussed in the Consolidated Results section of MD&A, the following actions should be considered when analyzing our year-over-year cash flows and liquidity for the six months ended June 30, 2021. On March 26, 2020, we drew down the $180.0 million remaining available borrowing capacity under the initial maximum credit amount of our revolving credit facility (the “Credit Facility”) under our Third Amended and Restated Credit Agreement and borrowed $45.0 million under our accounts receivable securitization program. These borrowings were a proactive measure to increase our cash position and preserve financial flexibility in consideration of general economic and financial market uncertainty and the potential for cash flow disruption resulting from the COVID-19 outbreak. These funds supplemented our already strong cash and short-term investments position and were repaid during third quarter 2020. We also lowered our planned capital expenditures for 2020 by 30%, including a reduction in revenue equipment purchases of $18.0 million.

Cash provided by operating activities during the six months ended June 30, ~~2021~~2022 was ~~$145.9~~$184.6 million compared to ~~$82.1~~cash provided by operating activities of $145.9 million in the same prior-year period. Net income increased ~~$66.6~~$87.7 million for the six months ended June 30, ~~2021,~~2022, compared to the same period of ~~2020.~~2021, primarily due to improved operating performance. The ~~increase in~~year-over-year net income ~~includes~~comparison was impacted by an $8.6 million gain on the sale of an unutilized property in the Asset-Based segment in first quarter 2021, compared to the Company’s total gains on the sale of property and equipment of $4.1 million during the six months ended June 30, 2022, and a $6.9 million gain on the sale of the labor services subsidiary of the ArcBest segment’s moving business during second quarter 2021, compared to escrow settlement of $0.4 million on this sale recognized during second quarter 2022. Cash provided by operating activities also reflected federal, state, and ~~a $4.8~~foreign income tax payments, net of refunds, of $55.2 million ~~increase in gains on the sale of property and equipment~~ for the six months ended June 30, ~~2021,~~2022, compared to $15.3 million for the same ~~period of 2020, primarily related to the sale of an unutilized property in the Asset-Based segment.~~ prior-year period.

Changes in operating assets and liabilities, ~~contributed $9.7~~excluding income taxes, reduced cash provided by operating activities by $61.5 million toduring the ~~increase in~~six months ended June 30, 2022, while contributing $5.9 million to cash provided by operating activities during the six months ended June 30, ~~2021, compared~~2021. These changes were primarily due to the ~~same period of 2020. The increases~~higher year-over-year increase in accounts ~~payable~~receivable and the decrease in accrued expenses, versus an increase in the prior-year period, partially offset by a lower year-over-year increase in accounts payable for the six months ended June 30, ~~2021 which were~~2022, versus the same period of 2021. The increase in accounts receivable was primarily due to the impact of higher business levels, ~~compared~~including the addition of the MoLo operations, and timing of collections. The decrease in accrued expenses was primarily related to ~~the decreases~~higher payments in ~~these accounts~~first quarter 2022 for ~~the same prior-year period, resulted in higher cash flows from operations. These cash flows were~~certain union and nonunion performance-based incentive plans earned for 2021, partially offset by ~~the business-driven increase in accounts receivable~~year-to-date accruals for these plans for the six months ended June 30, ~~2021,~~2022, and the timing of wage and vacation accruals. Accounts payable increased by a lower amount during the first half of 2022, versus ~~a decrease in accounts receivable for~~ the same prior-year period, primarily due to timing of ~~2020. Cash provided by operating activities also reflected federal~~payments.

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~~and state income tax payments, net of refunds, of $15.2 million for~~Financing Arrangements

During the six months ended June 30, ~~2021, compared to state~~2022, we borrowed and ~~foreign income tax payments, net of refunds of federal and state income taxes, of $1.9~~repaid $58.0 million ~~for the six months ended June 30, 2020.~~

~~Financing Arrangements~~

~~In June 2021, we repaid $20.0 million of borrowings~~ under our Credit ~~Facility. We~~Facility, and our outstanding obligation under the facility as of June 30, 2022 was $50.0 million. As of June 30, 2022, we had available borrowing capacity of ~~$199.4~~$200.0 million under the initial maximum credit amount of the Credit ~~Facility, as~~Facility. As of June 30, ~~2021.~~

~~We amended and restated~~2022, we had $40.0 million available under our accounts receivable securitization program, in June 2021. The amendment extended the maturity date of this program from October 1, 2021 to July 1, 2024, decreased the amount of available cash proceeds under the facility from $125.0 million to $50.0 million, and increased the amount of additional borrowings we may request under the accordion feature of the program from $25.0 million to $100.0 million, subject to certain conditions. As of June 30, 2021, our available borrowing capacity under the accounts receivable securitization program was $39.9 million, as reduced for our standby letters of credit issued under the program.

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

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

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

Contractual Obligations

We have purchase obligations, consisting of authorizations to purchase and binding agreements with vendors, relating to revenue equipment used in our Asset-Based and Asset-Light operations, other equipment, facility improvements, software, ~~certain~~ service contracts, and other items for which amounts were not accrued in the consolidated balance sheet as of June 30, ~~2021.~~2022. These purchase obligations totaled ~~$138.3~~$164.4 million as of June 30, ~~2021,~~2022, with ~~$131.9~~$155.3 million ~~estimated~~expected to be paid within the next year, ~~$6.1 million estimated to be paid in the following two-year period, and $0.3 million to be paid within five years,~~ provided that vendors complete their commitments to us. As of June 30, ~~2021,~~2022, the amount of our purchase obligations has increased ~~$93.7~~$85.6 million from December 31, ~~2020,~~2021, primarily related to the purchase of revenue equipment for our Asset-Based segment, real estate projects and technology advancements which are included in our ~~2021~~2022 capital expenditure plan.

As of June 30, 2021, contractual obligations for operating lease liabilities, primarily related to our Asset-Based service centers, totaled $127.7 million, including imputed interest. The scheduled maturities of our operating lease liabilities as of June 30, 2021 are disclosed in Note E to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our contractual obligations related to our notes payable, which provide financing for revenue equipment and software purchases, totaled $196.3 million, including interest, as of June 30, 2021, for a decrease of $29.1 million from December 31, 2020. The scheduled maturities of our long-term debt obligations as of June 30, 2021 are disclosed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no other material changes in the contractual obligations disclosed in our 2020 Annual Report on Form 10-K during the six months ended June 30, 2021.

Our total capital expenditures for 2021, including amounts financed, are estimated to range from $160.0 million to $170.0 million, net of asset sales, reflecting a $10.0 million increase from our previously disclosed range related to planned real estate investments in the second half of 2021. Our estimated net capital expenditures for 2021 include revenue equipment purchases of $100.0 million, primarily for our Asset-Based operations. The remainder of 2021 expected capital expenditures include real estate projects, dock equipment upgrades and enhancements for our Asset-Based operations, and technology investments across the enterprise. We have the flexibility to adjust certain planned 2021 capital expenditures as business levels dictate. Depreciation and amortization expense, excluding amortization of intangibles, is estimated to be in the range of $115.0 million to $120.0 million in 2021. The amortization of intangible assets is estimated to be approximately $4.0 million in 2021. As we continue to make investments to provide assured capacity solutions to our customers, we expect to increase our revenue equipment purchases in 2022 by an estimated $50.0 million to $60.0 million from 2021 projected levels, and we preliminarily expect to increase our annualized capital expenditures above historical levels by an estimated $50.0 million to $75.0 million to upgrade and expand our Asset-Based service centers.

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

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

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

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

Other Liquidity Information

General economic conditions, including the impact of the war in Ukraine and the effects of the COVID-19 pandemic in future periods, along with competitive market factors, record high inflation, rising interest rates as a result of monetary policy and volatile energy prices, and the related impact on our business, primarily tonnage and shipment levels and the pricing that we receive for our services in future periods, could affect our ability to generate cash from operations and maintain cash, cash equivalents, and short-term investments on hand as operating costs increase. Our Credit Facility and our accounts receivable securitization program provide available sources of liquidity with flexible borrowing and payment options. We had available borrowing capacity under our Credit Facility and our accounts receivable securitization program of ~~$199.4~~$200.0 million and ~~$39.9~~$40.0 million, respectively, at the end of June ~~30, 2021.~~2022. We believe that these agreements provide borrowing capacity ~~options~~ necessary for growth of our businesses. WeDuring the next 12 months and for the foreseeable future, we believe existing cash, cash equivalents, short-term investments, cash generated by operations, and amounts available under our Credit Facility or our accounts receivable securitization program will be sufficient to finance our operating ~~expenses,~~expenses; fund our ongoing initiatives to grow our business, including investments in ~~technology, and~~technology; repay amounts due under our financing ~~arrangements.~~arrangements; and pay contingent consideration related to the MoLo acquisition as it is earned. Notes payable, finance leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to us.

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

We continue to take actions to accelerate the return of capital and enhance shareholder value with our quarterly dividend payments and share repurchase programs. On July 27, ~~2021,~~2022, we announced our Board of Directors declared a dividend of ~~$0.08~~$0.12 per share to stockholders of record as of August ~~11, 2021.~~10, 2022. We expect to continue to pay quarterly dividends on our common stock in the foreseeable future, although there can be no ~~assurances~~assurance in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon our future earnings, capital requirements, and financial condition; contractual restrictions applying to the payment of dividends under our Credit Agreement; and other factors.

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, ~~2021,~~2022, we purchased ~~126,289~~616,516 shares of our common stock for an aggregate cost of ~~$8.1~~$56.2 million, ~~leaving $41.9~~including the remaining shares purchased under our fixed dollar accelerated share repurchase program, which was settled in January 2022. In April 2022, our Board of Directors increased the total amount available for purchases of our common stock under the program to $75.0 million. As of June 30, 2022, $60.3 million remained available for repurchase under the ~~current buyback program.~~share repurchase program (see Note I to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Financial Instruments

We have not historically entered into financial instruments for trading purposes, nor have we historically engaged in a program for fuel price hedging. No such instruments were outstanding as of June 30, 2021. We have an interest rate swap ~~agreement~~agreements in place, which isare discussed in Note F to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. As of June 30, 2022, we have no other derivative or hedging arrangements outstanding.

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Balance Sheet Changes

Accounts Receivable

Accounts receivable increased ~~$39.6~~$77.3 million from December 31, ~~2020~~2021 to June 30, ~~2021,~~2022, reflecting higher business levels in June ~~2021~~2022 compared to December ~~2020.~~2021 and timing of collections.

Operating Right of Use Assets and Operating Lease Liabilities

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

Accounts Payable

Accounts payable increased ~~$33.2~~$34.7 million from December 31, ~~2020~~2021 to June 30, ~~2021,~~2022, primarily due to increased business levels in June ~~2021~~2022 compared to December ~~2020.~~

~~Accrued Expenses~~

~~Accrued expenses increased $13.4 million from December 31, 2020 to June 30, 2021, primarily due to the timing effect on wage and vacation accruals at June 30, 2021, compared to December 31, 2020.~~

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~~Long-term Debt~~

The $46.5 million decrease in long-term debt, including current portion, from December 31, 2020 to June 30, 2021 is primarily due to the $20.0 million repayment of borrowings under our Credit Facility during second quarter 2021 and payments on note payables during the six months ended June 30, 2021.

~~Off-Balance Sheet Arrangements~~

At June 30, 2021, our off-balance sheet arrangements for purchase obligations totaled $138.3 million, as previously discussed in the Contractual Obligations section of Liquidity and Capital Resources.

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 ~~17.0%~~23.0% and ~~19.5%~~23.6% for the three and six months ended June 30, ~~2021,~~2022, respectively, compared to ~~23.4%~~17.0% and ~~23.1%~~19.5%, respectively, for the same periods of ~~2020.~~2021. The federal statutory tax rate is 21.0%, and the average state tax rate, net of the associated federal deduction, is approximately 5%. However, various factors and significant changes in nondeductible expenses, such as cash surrender value of life insurance and the settlement of share-based payment awards primarily vesting in the second quarter, may cause the full-year ~~2021~~2022 tax rate to vary significantly from the statutory rate.

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


	Three Months Ended								Six Months Ended								Three Months Ended								Six Months Ended
	June 30								June 30								June 30								June 30
	2021				2020				2021				2020				2022				2021				2022				2021

	(in thousands, except percentages)																(in thousands, except percentages)

Income tax provision at the statutory federal rate	$	15,426	21.0	%	$	4,354	21.0	%	$	22,009	21.0	%	$	4,855	21.0	%	$	27,938	21.0	%	$	15,426	21.0	%	$	47,314	21.0	%	$	22,009	21.0	%
Federal income tax effects of:
Alternative fuel credit		—	—	%		(247)	(1.2)	%		—	—	%		(698)	(3.0)	%
Nondeductible expenses and other		1,012	1.4	%		(24)	(0.1)	%		1,493	1.4	%		380	1.6	%		1,212	0.9	%		1,012	1.4	%		2,179	1.0	%		1,493	1.4	%
Increase in valuation allowances		35	—	%		41	0.2	%		127	0.1	%		235	1.0	%		70	0.1	%		35	—	%		111	—	%		127	0.1	%
Decrease in uncertain tax positions⁽¹⁾		—	—	%		—	—	%		—	—	%		(933)	(4.0)	%
Tax expense (benefit) from vested RSUs		(6,796)	(9.2)	%		659	3.1	%		(6,931)	(6.6)	%		679	3.0	%
Tax benefit from vested RSUs																		(5,061)	(3.8)	%		(6,796)	(9.2)	%		(5,931)	(2.6)	%		(6,931)	(6.6)	%
Federal research and development tax credits		(125)	(0.2)	%		(193)	(0.9)	%		(253)	(0.2)	%		(443)	(1.9)	%		(375)	(0.3)	%		(125)	(0.2)	%		(1,583)	(0.7)	%		(253)	(0.2)	%
Life insurance proceeds and changes in cash surrender value		(262)	(0.4)	%		(537)	(2.6)	%		(528)	(0.5)	%		262	1.1	%		569	0.4	%		(262)	(0.4)	%		736	0.3	%		(528)	(0.5)	%
Federal income tax provision	$	9,290	12.6	%	$	4,053	19.5	%	$	15,917	15.2	%	$	4,337	18.8	%	$	24,353	18.3	%	$	9,290	12.6	%	$	42,826	19.0	%	$	15,917	15.2	%
State income tax provision		3,187	4.4	%		801	3.9	%		4,546	4.3	%		1,000	4.3	%		6,223	4.7	%		3,187	4.4	%		10,450	4.6	%		4,546	4.3	%
Total provision for income taxes	$	12,477	17.0	%	$	4,854	23.4	%	$	20,463	19.5	%	$	5,337	23.1	%	$	30,576	23.0	%	$	12,477	17.0	%	$	53,276	23.6	%	$	20,463	19.5	%

~~(1)~~

~~The statute of limitations expired in the first quarter of 2020 for the federal tax refund for which the reserve for uncertain tax positions was established in 2018.~~

At June 30, ~~2021,~~2022, we had ~~$58.5~~$53.4 million of net deferred tax liabilities after valuation allowances. We evaluated the need for a valuation allowance for deferred tax assets at June 30, ~~2021~~2022 by considering the future reversal of existing taxable temporary differences, future taxable income, and available tax planning strategies. Valuation allowances for deferred tax assets totaled ~~$1.4~~$2.3 million and ~~$1.3~~$2.2 million at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. As of June 30, ~~2021,~~2022, deferred tax liabilities which will reverse in future years exceeded deferred tax assets.

Financial reporting income may differ significantly from taxable income because of items such as ~~revenue recognition,~~prepaid expenses, accelerated depreciation for tax purposes, and a significant number of liabilities such as vacation pay, workers’

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compensation, and other liabilities, which, for tax purposes, are generally deductible only when paid. For the ~~three~~six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, income determined under income tax law exceeded financial reporting income.

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During the six months ended June 30, ~~2021,~~2022, we made federal, state, and ~~state~~foreign tax payments of ~~$15.3~~$56.4 million, and received refunds of ~~less than $0.1~~$1.2 million of federal and state income taxes that were paid in prior years. Management does not expect the cash outlays for income taxes will materially exceed reported income tax expense for the foreseeable future.

Critical Accounting Policies

The accounting policies that are “critical,” or the most important, to understand our financial condition and results of operations and that require management to make the most difficult judgments are described in our ~~2020~~2021 Annual Report on Form 10-K. There have been no updates to our critical accounting policies during the six months ended June 30, ~~2021.~~2022. Management believes that there is no new accounting guidance issued but not yet effective that will impact our critical accounting policies.

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Forward-Looking Statements

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

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

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

In June 2021, we repaid $20.0 million of borrowings under our Credit Facility. We had available borrowing capacity of $199.4 million under the initial maximum credit amount of the Credit Facility, as of June 30, 2021.

In June 2021, we amended and restated our accounts receivable securitization program to decrease the initial maximum credit amount of the program from $125.0 million to $50.0 million and to increase the additional borrowing we may request under an accordion feature of the program from $25.0 million to $100.0 million, subject to certain conditions. The maturity date of the accounts receivable securitization program was extended to July 1, 2024. As of June 30, 2021, we did not have any current principal borrowings under the accounts receivable securitization program and our available borrowing capacity, as reduced for standby letters of credit issued under the program, was $39.9 million.

~~Since December 31, 2020, there~~There have been no other significant changes in the Company’s market risks as reported in the Company’s ~~2020~~2021 Annual Report on Form ~~10-K.~~10-K since December 31, 2021.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and ~~procedures.~~procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, ~~2021.~~2022.

~~During~~The Company acquired MoLo Solutions, LLC (“MoLo”) on November 1, 2021. Pursuant to the ~~quarter ended~~SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of evaluation for a period not to exceed one year from the date of acquisition, management has excluded MoLo from its evaluation of internal control over financial reporting as of June 30, 2021, the Company implemented a new human capital management (“HCM”) system which replaced the current payroll systems and certain components of the human resource systems. Certain processes and procedures2022.

There were changed as a result of the HCM system implementation, which resulted in changes to the Company’s internal controls over financial reporting. The Company has implemented additional controls to mitigate internal control risks and performed testing to ensure data integrity. Other than these changes related to the HCM system implementation, no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II.

OTHER INFORMATION

ARCBEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

The Company’s risk factors are fully described in the Company’s ~~2020~~2021 Annual Report on Form 10-K. No material changes to the Company’s risk factors have occurred since the Company filed its ~~2020~~2021 Annual Report on Form 10-K.

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

(a)Recent sales of unregistered securities.

None.

(b)Use of proceeds from registered securities.

None.

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

Total Number of

Maximum

Shares Purchased

Approximate Dollar

Total Number

Average

as Part of Publicly

Value of Shares that

of Shares

Price Paid

Announced

May Yet Be Purchased


Purchased

Per Share⁽¹⁾

Program

Under the Program⁽²⁾

(in thousands, except share and per share data)

4/1/2021-4/30/2021

—

$
—

—

$
48,999

5/1/2021-5/31/2021

10,475

77.07

10,475

$
48,192

6/1/2021-6/30/2021

100,891

62.36

100,891

$
41,900

Total

111,366

$
63.74

111,366

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

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


				Total Number of	Maximum
				Shares Purchased	Approximate Dollar
	Total Number	Average		as Part of Publicly	Value of Shares that
	of Shares	Price Paid		Announced	May Yet Be Purchased
	Purchased	Per Share⁽¹⁾		Program	Under the Program

	(in thousands, except share and per share data)
4/1/2022-4/30/2022	—	$	—	—	$	75,000
5/1/2022-5/31/2022	199,308		70.63	199,308	$	60,923
6/1/2022-6/30/2022	9,210		71.16	9,210	$	60,268
Total	208,518	$	70.65	208,518

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

~~(2)~~

In January 2003, the Company’s Board of Directors authorized a $25.0 million common stock repurchase program. The Board of Directors authorized an additional $50.0 million to the current program in July 2005. In October 2015, and again in January 2021, the Board of Directors extended the share repurchase program, making a total of $50.0 million available for purchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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


Exhibit No.
~~No.~~
2.1		Agreement and Plan of Merger, dated September 29, 2021, by and among the Company, Simba Sub, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2021, File No. 000-19969, and incorporated herein by reference).

2.2		Consent and Amendment to the Agreement and Plan of Merger, dated October 25, 2021, by and among the Company, Simba Sub, LLC, MoLo Solutions, LLC and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.2 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2022, File No. 000-19969, and incorporated herein by reference).

2.3		Second Amendment to Agreement and Plan of Merger, dated March 31, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives (previously filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2022, File No. 000-19969, and incorporated herein by reference).

2.4*		Third Amendment to Agreement and Plan of Merger, dated May 6, 2022, by and among the Company on behalf of itself and MoLo Solutions, LLC, and Andrew Silver and Matt Vogrich, in their capacity as Sellers’ Representatives.

3.1		Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2019, File No. 000-19969, and incorporated herein by reference).

3.2		Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2009, File No. 000-19969, and incorporated herein by reference).

3.3		Fifth Amended and Restated Bylaws of the Company dated as of October 31, 2016 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2016, File No. 000-19969, and incorporated herein by reference).

3.4		Certificate of Ownership and Merger, effective May 1, 2014, as filed on April 29, 2014 with the Secretary of State of the State of Delaware (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2014, File No. 000-19969, and incorporated herein by reference).

~~10.1#~~10.1#*		~~Second Amendment to the Amended and Restated ArcBest Corporation Ownership Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on~~ Form ~~8-K, filed with the SEC on May 5, 2021, File No. 000-19969, and incorporated herein by reference)~~of Restricted Stock Unit Award Agreement (Employees) (for 2022 awards).

~~10.2#~~10.2#*		~~Consulting~~Form of Restricted Stock Unit Award Agreement ~~by and between ABF Freight System, Inc. and Tim Thorne, dated July 1, 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed~~(Non-Employees Directors – with ~~the SEC on July 6, 2021, File No. 000-19969, and incorporated herein by reference).~~deferral feature) (for 2022 awards).

10.3		Second Amendment to Third Amended and Restated Receivables Loan Agreement, dated as of ~~June 9, 2021,~~May 13, 2022, by and among ArcBest Funding LLC, as Borrower, ArcBest II, Inc., as Servicer, the financial institutions party thereto from time to time, as Lenders, the financial institutions party thereto from time to time, as Facility Agents, and The Toronto-Dominion Bank, as LC Issuer and Administrative Agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the ~~SEC~~Securities and Exchange Commission on ~~June 15, 2021,~~May 17, 2022, File No. 000-19969, and incorporated herein by reference).

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document – the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document.

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101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		The Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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

* Filed herewith.

** Furnished herewith.

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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 ~~6, 2021~~5, 2022	/s/ Judy R. McReynolds
	Judy R. McReynolds
	Chairman, President and Chief Executive Officer
	and Principal Executive Officer


Date: August ~~6, 2021~~5, 2022	/s/ David R. Cobb
	David R. Cobb
	Vice President — Chief Financial Officer
	and Principal Financial Officer

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	Six Months Ended
	June 30, 2021		June 30, 2020

	(in thousands)
Noncash change in operating right-of-use assets	$	11,386	$	11,002
Change in operating lease liabilities		(10,625)		(11,232)
Operating right-of-use-assets and lease liabilities, net	$	761	$	(230)

Cash paid for amounts included in the measurement of operating lease liabilities	$	(12,446)	$	(11,826)




			Credit		Notes		Finance Lease
	Total		Facility⁽¹⁾		Payable		Obligations

	(in thousands)
Due in one year or less	$	71,778	$	637	$	71,137	$	4
Due after one year through two years		57,710		784		56,926		—
Due after two years through three years		42,571		1,049		41,522		—
Due after three years through four years		72,345		50,296		22,049		—
Due after four years through five years		4,567		—		4,567		—
Due after five years		124		—		124		—
Total payments		249,095		52,766		196,325		4
Less amounts representing interest		11,376		2,766		8,610		—
Long-term debt	$	237,719	$	50,000	$	187,715	$	4