ArcBest (ARCB) 10-Q 8 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 03, 2017
Document and Entity Information
Entity Registrant Name	ARCBEST CORP /DE/
Entity Central Index Key	894,405
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		25,706,231
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash and cash equivalents	$ 102,569	$ 114,280
Short-term investments	54,148	56,838
Restricted cash		962
Accounts receivable, less allowances (2017 – $6,046; 2016 – $5,437)	282,856	260,643
Other accounts receivable, less allowances (2017 – $890; 2016 – $849)	19,052	22,041
Prepaid expenses	24,668	22,124
Prepaid and refundable income taxes	10,098	9,909
Other	8,293	4,300
TOTAL CURRENT ASSETS	501,684	491,097
PROPERTY, PLANT AND EQUIPMENT
Land and structures	338,228	324,086
Revenue equipment	763,567	743,860
Service, office, and other equipment	161,555	154,119
Software	124,135	120,877
Leasehold improvements	9,008	8,758
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS	1,396,493	1,351,700
Less allowances for depreciation and amortization	841,245	819,174
PROPERTY, PLANT AND EQUIPMENT, net	555,248	532,526
GOODWILL	108,981	108,875
INTANGIBLE ASSETS, net	78,237	80,507
DEFERRED INCOME TAXES	2,722	2,978
OTHER LONG-TERM ASSETS	65,389	66,095
TOTAL ASSETS	1,312,261	1,282,078
CURRENT LIABILITIES
Accounts payable	142,373	133,301
Accrued expenses	200,052	198,731
Current portion of long-term debt	62,588	64,143
TOTAL CURRENT LIABILITIES	405,013	396,175
LONG-TERM DEBT, less current portion	194,730	179,530
PENSION AND POSTRETIREMENT LIABILITIES	37,028	35,848
OTHER LONG-TERM LIABILITIES	15,185	16,790
DEFERRED INCOME TAXES	58,225	54,680
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2017: 28,450,025 shares; 2016: 28,174,424 shares	285	282
Additional paid-in capital	316,334	315,318
Retained earnings	391,143	386,917
Treasury stock, at cost, 2017: 2,759,919 shares; 2016: 2,565,399 shares	(83,656)	(80,045)
Accumulated other comprehensive loss	(22,026)	(23,417)
TOTAL STOCKHOLDERS' EQUITY	602,080	599,055
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,312,261	$ 1,282,078

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 6,046	$ 5,437
Other accounts receivable, allowances (in dollars)	$ 890	$ 849
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	70,000,000	70,000,000
Common stock, issued shares	28,450,025	28,174,424
Treasury stock, at cost, shares	2,759,919	2,565,399

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 720,368	$ 676,627	$ 1,371,456	$ 1,298,082
OPERATING EXPENSES	695,634	659,973	1,358,975	1,290,693
OPERATING INCOME	24,734	16,654	12,481	7,389
OTHER INCOME (COSTS)
Interest and dividend income	285	387	559	788
Interest and other related financing costs	(1,389)	(1,231)	(2,704)	(2,478)
Other, net	505	571	1,152	937
TOTAL OTHER COSTS	(599)	(273)	(993)	(753)
INCOME BEFORE INCOME TAXES	24,135	16,381	11,488	6,636
INCOME TAX PROVISION	8,358	6,150	3,118	2,508
NET INCOME	$ 15,777	$ 10,231	$ 8,370	$ 4,128
EARNINGS PER COMMON SHARE
Basic (in dollars per share)	$ 0.61	$ 0.39	$ 0.32	$ 0.16
Diluted (in dollars per share)	$ 0.60	$ 0.39	$ 0.32	$ 0.16
AVERAGE COMMON SHARES OUTSTANDING
Basic (in shares)	25,767,791	25,791,026	25,726,363	25,806,774
Diluted (in shares)	26,291,641	26,246,868	26,378,436	26,295,683
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share)	$ 0.08	$ 0.08	$ 0.16	$ 0.16

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME	$ 15,777	$ 10,231	$ 8,370	$ 4,128
Pension and other postretirement benefit plans:
Net actuarial loss, net of tax of: (2017 – Three-month period $64, Six-month period $999; 2016 – Three-month period $1,229, Six-month period $3,459)	(98)	(1,931)	(1,569)	(5,435)
Pension settlement expense, net of tax of: (2017 – Three-month period $290, Six-month period $1,051; 2016 – Three-month period $219, Six-month period $569)	454	345	1,650	895
Amortization of unrecognized net periodic benefit costs, net of tax of: (2017 – Three-month period $352, Six-month period $753; 2016 – Three-month period $477, Six-month period $914)
Net actuarial loss	581	780	1,241	1,494
Prior service credit	(29)	(29)	(58)	(58)
Interest rate swap and foreign currency translation:
Change in unrealized income (loss) on interest rate swap, net of tax of: (2017 – Three-month period $52, Six-month period $140; 2016 – Three-month period $93, Six-month period $446)	81	(146)	216	(692)
Change in foreign currency translation, net of tax of: (2017 – Three-month period $134, Six month-period $58; 2016 – Three-month period $86, Six-month period $285)	(208)	(135)	(89)	449
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	781	(1,116)	1,391	(3,347)
TOTAL COMPREHENSIVE LOSS	$ 16,558	$ 9,115	$ 9,761	$ 781

CONSOLIDATED STATEMENTS OF COM6

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net actuarial loss, tax expense (benefit)	$ (64)	$ (1,229)	$ (999)	$ (3,459)
Pension settlement expense, tax	290	219	1,051	569
Amortization of unrecognized net periodic benefit costs, tax	352	477	753	914
Change in unrealized income (loss) on interest rate swap, tax expense (benefit)	52	(93)	140	(446)
Change in foreign currency translation, tax expense (benefit)	$ (134)	$ (86)	$ (58)	$ 285

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
Balances at Dec. 31, 2015					$ (27,496)
Increase (Decrease) in Stockholders' Equity
Net income						$ 4,128
Other comprehensive income, net of tax					(3,347)	(3,347)
Balances at Jun. 30, 2016					(30,843)
Balances at Dec. 31, 2016	$ 282	$ 315,318	$ 386,917	$ (80,045)	(23,417)	599,055
Balances (in shares) at Dec. 31, 2016	28,174			2,565
Increase (Decrease) in Stockholders' Equity
Net income			8,370			8,370
Other comprehensive income, net of tax					1,391	1,391
Issuance of common stock under share-based compensation plans	$ 3	(3)
Issuance of common stock under share-based compensation plans (in shares)	276
Tax effect of share-based compensation plans		(2,580)				(2,580)
Share-based compensation expense		3,599				3,599
Purchase of treasury stock				$ (3,611)		(3,611)
Purchase of treasury stock (in shares)				195
Dividends declared on common stock			(4,144)			(4,144)
Balances at Jun. 30, 2017	$ 285	$ 316,334	$ 391,143	$ (83,656)	$ (22,026)	$ 602,080
Balances (in shares) at Jun. 30, 2017	28,450			2,760

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
OPERATING ACTIVITIES
Net Income	$ 8,370	$ 4,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	48,332	48,913
Amortization of intangibles	2,271	1,986
Pension settlement expense	2,701	1,464
Share-based compensation expense	3,599	4,200
Provision for losses on accounts receivable	1,053	418
Deferred income tax provision (benefit)	2,687	13,535
(Gain) loss on sale of property and equipment	(412)	(2,486)
Changes in operating assets and liabilities:
Receivables	(21,091)	(2,292)
Prepaid expenses	(2,549)	(806)
Other assets	(3,100)	(3,286)
Income taxes	458	(4,262)
Accounts payable, accrued expenses, and other liabilities	9,007	(7,752)
NET CASH PROVIDED BY OPERATING ACTIVITIES	51,326	53,760
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(27,123)	(26,082)
Proceeds from sale of property and equipment	2,751	6,250
Purchases of short-term investments	(6,223)	(18,685)
Proceeds from sale of short-term investments	9,065	16,415
Business acquisitions, net of cash acquired		197
Capitalization of internally developed software	(4,323)	(5,098)
NET CASH USED IN INVESTING ACTIVITIES	(25,853)	(27,003)
FINANCING ACTIVITIES
Borrowings under accounts receivable securitization program	10,000
Payments on long-term debt	(34,948)	(22,827)
Net change in book overdrafts	(2,478)	(6,489)
Deferred financing costs	(275)
Payment of common stock dividends	(4,144)	(4,175)
Purchases of treasury stock	(3,611)	(5,116)
Payments for tax withheld on share-based compensation	(2,690)	(1,310)
NET CASH USED IN FINANCING ACTIVITIES	(38,146)	(39,917)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(12,673)	(13,160)
Cash and cash equivalents and restricted cash at beginning of period	115,242	166,357
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	102,569	153,197
NONCASH INVESTING ACTIVITIES
Equipment financed	38,593	35,768
Accruals for equipment received	$ 3,179	$ 10,614

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION	6 Months Ended
	Jun. 30, 2017
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION	NOTE A – ORGANIZATIO ArcBest Corporation ® (the “Company”) is the parent holding company of businesses providing integrated logistics solutions. The Company’s operations are conducted through its three reportable operating segments: Asset-Based, which consists of ABF Freight System, Inc. and certain other subsidiaries; 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 71% of the Company’s total revenues before other revenues and intercompany eliminations for the six months ended June 30, 2017. As part of our corporate restructuring (further described in “Financial Statement Presentation” within this Note), effective January 1, 2017, certain nonunion sales, pricing, customer service, marketing, and capacity sourcing employees were transferred to our corporate shared services departments (reported in “Other and eliminations”), which increased the percentage of union employees within the Asset-Based segment. As of June 2017, approximately 83% of the Asset-Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which extends through March 31, 2018. The ABF NMFA included a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years, which began in 2014, and a 2.5% increase on July 1, 2017; a one-week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of the Asset-Based segment’s employees who are members of the IBT. The estimated net effect of the November 3, 2013 wage rate reduction and the benefit rate increase which was applied retroactively to August 1, 2013 was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. Following the initial reduction, the combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% on a compounded annual basis throughout the contract period which extends through March 31, 2018. On September 2, 2016, the ArcBest segment acquired Logistics & Distribution Services, LLC (“LDS”), a private logistics and distribution company, in a transaction valued at $25.0 million (subject to post-closing adjustments), reflecting net cash consideration of $17.0 million paid at closing and an additional $8.0 million of contingent consideration to be paid over the two years following the acquisition upon the achievement of certain financial targets. As the LDS acquisition is not significant to the Company’s consolidated operating results and financial condition, pro forma financial information and the purchase price allocations of acquired assets and liabilities have not been presented. The results of the acquired operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements. The Company is in the process of making a final determination of the value of acquired assets and liabilities for the LDS transaction and the provisional measurements are subject to change during the measurement period. 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 “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2016 Annual Report on Form 10-K and other current filings with the Commission. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included. Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s organizational structure as announced on November 3, 2016. Under the new structure, the segments previously reported as Premium Logistics (Panther), Transportation Management (ABF Logistics), and Household Goods Moving Services (ABF Moving) are consolidated as a single Asset-Light logistics operation under ArcBest. Segment revenues and expenses were adjusted to eliminate certain intercompany charges consistent with the manner in which they are reported under the new corporate structure. Certain intercompany charges among the previously reported Panther, ABF Logistics, and ABF Moving segments which were previously eliminated in the “Other and eliminations” line, are now eliminated within the ArcBest segment. There was no impact on the Company’s consolidated revenues, operating expenses, operating income, or earnings per share as a result of the restatements. Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year presentation. The insurance receivable for the amount of workers’ compensation and third-party casualty claims in excess of self-insurance retention limits, which was previously offset against the reserve included in accrued expenses, has been reclassed to other accounts receivable, resulting in an $8.7 million increase in other accounts receivable and a corresponding increase in accrued expenses in the consolidated balance sheet at December 31, 2016. Amounts totaling $18.6 million related to certain service centers of the Company’s Asset-Based operations previously recorded in leasehold improvements were reclassed to land and structures in the consolidated balance sheet at December 31, 2016. These reclassifications were previously reported in the Company’s first quarter 2017 Quarterly Report on Form 10-Q. The prior period impact of the reclassification of the insurance receivable is also reflected in the consolidated statements of cash flows for the six months ended June 30, 2016. Other reclassifications were made to the consolidated financial statements to apply the provisions of accounting pronouncements adopted during the first quarter of 2017 related to deferred income taxes, share-based compensation, and cash flow classification (see Adopted Accounting Pronouncements within this Note). The Company’s deferred tax assets were reclassed, by jurisdiction, from current to long-term in the consolidated balance sheets. The net change in restricted cash previously presented in financing activities of the Company’s consolidated statements of cash flows was removed and restricted cash was included in the reconciliation of beginning- and end-of-period totals of cash and cash equivalents and restricted cash. Cash paid by the Company when directly withholding shares from an employee’s share-based compensation award for tax-withholding purposes was reclassified from an operating activity within changes in income taxes to a financing activity in the consolidated statements of cash flows. There was no impact on the Company’s consolidated revenues, operating expenses, operating income, or earnings per share as a result of the reclassifications. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates. Accounting Policies The Company’s accounting policies are described in Note B to the consolidated financial statements included in Part II, Item 8 of the Company’s 2016 Annual Report on Form 10-K. The following policy became effective for the Company during the six months ended June 30, 2017. Share-Based Compensation: The fair value of restricted stock awards is determined based upon the closing market price of the Company’s common stock on the date of grant. The restricted stock units generally vest at the end of a five‑year period following the date of grant, except for certain awards granted to non-employee directors that typically vest at the end of a one-year period for awards granted on or after January 1, 2016 and at the end of a three-year period for previous grants, subject to accelerated vesting due to death, disability, retirement, or change in control provisions. When restricted stock units become vested, the Company issues new shares which are subsequently distributed. Dividends or dividend equivalents are paid on certain restricted stock units during the vesting period. The Company recognizes the income tax benefits of dividends on share-based payment awards as income tax expense or benefit in the consolidated statements of operations when awards vest or are settled. Share based awards are amortized to compensation expense on a straight line basis over the vesting period of awards or over the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated upon death or disability. The Company recognizes forfeitures as they occur. Adopted Accounting Pronouncements In the first quarter of 2017, the Company adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) which amended Accounting Standards Codification (“ASC”) Topic 740 with the addition of Balance Sheet Classification of Deferred Taxes . The amendment was retrospectively adopted and resulted in reclassifications to the consolidated balance sheets to present all deferred tax assets and liabilities as noncurrent by jurisdiction. In the first quarter of 2017, the Company adopted an amendment to ASC Topic 718, Compensation – Stock Compensation , which requires the income tax effects of awards to be recognized in the statement of operations when awards vest or are settled and allows employers to make a policy election to account for forfeitures as they occur. As a result of applying the provisions of the amendment, the Company recognized a $0.2 million cumulative effect adjustment to the opening balance of retained earnings as previously disclosed in the Company’s first quarter 2017 Quarterly Report on Form 10‑Q. The Company also made a policy election to account for forfeitures as they occur. The Company may experience volatility in its income tax provision as a result of recording all excess tax benefits and tax deficiencies in the income statement upon settlement of awards, which is primarily during the second quarter of each year. This provision of the amendment related to recognition of excess tax benefits and tax deficiencies was adopted prospectively; therefore, the prior period has not been adjusted for this provision. Cash paid by the Company to taxing authorities on the employee’s behalf for withheld shares was reclassified from an operating activity within changes in accounts payable, accrued expenses, and other liabilities to a financing activity in the consolidated statements of cash flows. The other provisions of the adopted amendment did not have a significant impact on the Company’s consolidated financial statements. In the first quarter of 2017, the Company also adopted amendments to ASC Topic 230, Statement of Cash Flows , which provide classification guidance for restricted cash and certain cash receipts and cash payments presented in the statement of cash flows. The retrospective adoption of the amendments resulted in reclassification to the consolidated statement of cash flows to include restricted cash in the reconciliation of beginning- and end-of-period totals of cash and cash equivalents. Proceeds from the settlement of corporate-owned life insurance policies will be classified as cash provided by investing activities, and cash payments for premiums on such insurance policies will be classified as cash used in operating activities in the consolidated statements of cash flows. Accounting Pronouncements Not Yet Adopted ASC Topic 606, which amends the guidance in former ASC Topic 605, Revenue Recognition , provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The standard is effective for the Company on January 1, 2018. The Company is in the process of contract review and documentation in preparation for adopting the revenue recognition standard. The Company plans to adopt this standard on the modified retrospective basis and does not expect a significant impact on the consolidated financial statements. An amendment to ASC Topic 715, Compensation – Retirement Benefits will require the service cost component of net benefit cost related to benefit plans accounted for under ASC Topic 715 to be included in the same line item or items as other compensation costs arising from services rendered by the related employees and will allow only the service cost component of the net benefit cost to be eligible for capitalization of internal costs. The amendment will also require the other components of net benefit cost, including pension settlement expense, to be presented in other income (costs) rather than in operating income. The amendment is effective for the Company beginning January 1, 2018. ASC Topic 718 Compensation-Stock Compensation , was amended to provide guidance about which changes to the terms or conditions of a share-based payment award require the application of modification accounting. The amendment is effective for the Company beginning January 1, 2018 and is not expected to have a significant impact on the consolidated financial statements. ASC Topic 842, Leases , which is effective for the Company beginning January 1, 2019, will require leases with a term greater than twelve months to be reflected as liabilities with associated right-of-use assets in the Company’s consolidated balance sheet. The Company is evaluating the impact of the new standard, which is required to be adopted on the modified retrospective basis, on the consolidated financial statements and disclosures. Management believes that there is no other new accounting guidance issued but not yet effective that is relevant to the Company’s current financial statements.

FINANCIAL INSTRUMENTS AND FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2017
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS	NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Financial Instruments The following table presents the components of cash and cash equivalents, short-term investments, and restricted funds: June 30 December 31 2017 2016 (in thousands) Cash and cash equivalents Cash deposits (1) $ 64,143 $ 92,520 Variable rate demand notes (1)(2) 13,212 16,057 Money market funds (3) 25,214 5,703 Total cash and cash equivalents $ 102,569 $ 114,280 Short-term investments Certificates of deposit (1) $ 54,148 $ 56,838 Restricted cash Cash deposits (1) $ — $ 962 (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). The Company’s long-term investment 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, 2017 and December 31, 2016, cash and cash equivalents totaling $46.0 million and $39.9 million, respectively, were not FDIC insured. Fair Value Disclosure of Financial Instruments Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable: · Level 1 — Quoted prices for identical assets and liabilities in active markets. · Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs (Company’s market assumptions) that are significant to the valuation model. Fair value and carrying value disclosures of financial instruments are presented in the following table: June 30 December 31 2017 2016 (in thousands) Carrying Fair Carrying Fair Value Value Value Value Credit Facility (1) $ 70,000 $ 70,000 $ 70,000 $ 70,000 Accounts receivable securitization borrowings (2) 45,000 45,000 35,000 35,000 Notes payable (3) 141,741 141,405 138,032 137,503 $ 256,741 $ 256,405 $ 243,032 $ 242,503 (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) Borrowings under the Company’s accounts receivable securitization program carry a variable interest rate based on LIBOR, plus a margin. The borrowings are considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). (3) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy). Assets and Liabilities Measured at Fair Value on Recurring Basis The following table presents the assets and liabilities that are measured at fair value on a recurring basis. June 30, 2017 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 25,214 $ 25,214 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,122 2,122 — — Interest rate swap (3) 156 — 156 — $ 27,492 $ 27,336 $ 156 $ — Liabilities: Contingent consideration (4) $ 6,790 $ — $ — $ 6,790 Interest rate swap (3) 342 — 342 — $ 7,132 $ — $ 342 $ 6,790 December 31, 2016 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 5,703 $ 5,703 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,220 2,220 — — $ 7,923 $ 7,923 $ — $ — Liabilities: Contingent consideration (4) $ 6,775 $ — $ — $ 6,775 Interest rate swap (3) 542 — 542 — $ 7,317 $ — $ 542 $ 6,775 (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 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 considered to be in Level 3 of the fair value hierarchy. The Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2017 and December 31, 2016 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy. (4) Included in accrued expenses and other long-term liabilities, based on when expected payouts become due. The estimated fair value of contingent consideration for an earn-out agreement related to the September 2016 acquisition of LDS was determined by assessing Level 3 inputs with a discounted cash flow approach using various probability-weighted scenarios. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and gross margins to be achieved for the applicable performance periods, probability weightings assigned to the performance scenarios, and the discount rate applied, which was 11.9% and 12.3% as of June 30, 2017 and December 31, 2016, respectively. Subsequent changes to the fair value as a result of recurring assessments will be recognized in operating income. 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, 2016 $ 6,775 Change in fair value included in operating expenses 15 Balances at June 30, 2017 $ 6,790

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2017
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	NOTE C – GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill by reportable operating segment consisted of the following: Total ArcBest FleetNet (in thousands) Balances at December 31, 2016 $ 108,875 $ 108,245 $ 630 Purchase accounting adjustments (1) 106 106 — Balances at June 30, 2017 $ 108,981 $ 108,351 $ 630 (1) Goodwill related to the September 2016 acquisition of LDS is based on preliminary information as of June 30, 2017. Intangible assets consisted of the following: June 30, 2017 December 31, 2016 Weighted-Average Accumulated Net Accumulated Net Amortization Period Cost Amortization Value Cost Amortization Value (in years) (in thousands) (in thousands) Finite-lived intangible assets Customer relationships (1) 14 $ 60,431 $ 17,548 $ 42,883 $ 60,431 $ 15,350 $ 45,081 Driver network 3 3,200 3,200 — 3,200 3,200 — Other 9 1,032 478 554 1,032 406 626 13 64,663 21,226 43,437 64,663 18,956 45,707 Indefinite-lived intangible assets Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Other N/A 2,500 N/A 2,500 2,500 N/A 2,500 34,800 34,800 34,800 34,800 Total intangible assets N/A $ 99,463 $ 21,226 $ 78,237 $ 99,463 $ 18,956 $ 80,507 (1) Customer relationships of $7.7 million related to the September 2016 acquisition of LDS is based on preliminary information as of June 30, 2017. The future amortization for intangible assets and acquired software as of June 30, 2017 were as follows: Intangible Acquired Total Assets Software (1) (in thousands) 2017 $ 3,328 $ 2,268 $ 1,060 2018 6,641 4,520 2,121 2019 5,464 4,482 982 2020 4,471 4,454 17 2021 4,418 4,412 6 Thereafter 23,301 23,301 — Total amortization $ 47,623 $ 43,437 $ 4,186 (1) Acquired software is reported in property, plant and equipment.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2017
INCOME TAXES
INCOME TAXES	NOTE D – INCOME TAXES The Company’s statutory federal tax rate is 35%. State tax rates vary among states and average approximately 6.0% to 6.5%, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate was 34.6% and 27.1% for the three and six months ended June 30, 2017, respectively, and 37.5% and 37.8% for the three and six months ended June 30, 2016, respectively. For the three and six months ended June 30, 2017 and 2016, the difference between the Company’s effective tax rate and the federal statutory rate primarily results from state income taxes, nondeductible expenses, changes in deferred tax valuation allowances, and changes in the cash surrender value of life insurance. The three- and six-month period ended June 30, 2016 reflects a benefit of 1.9% and 8.6%, respectively, related to the alternative fuel tax credit which expired December 31, 2016. In the first quarter of 2017, the Company adopted an amendment to ASC Topic 718, Compensation – Stock Compensation, which requires the income tax effects of awards to be recognized in the statement of operations when awards vest or are settled and allows employers to make a policy election to account for forfeitures as they occur. The Company may experience volatility in its income tax provision as a result of recording all excess tax benefits and tax deficiencies in the income statement upon settlement of awards, which is primarily during the second quarter of each year. As a result of applying the provisions of the amendment beginning in the first quarter of 2017, the tax rate for the three and six months ended June 30, 2017 reflects a benefit of 4.8% and 10.8%, respectively. As of June 30, 2017, 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, 2017 and concluded that, other than for certain deferred tax assets related to foreign net operating loss and state contribution carryforwards, the assets did not exceed the amount for which realization is more likely than not. In making this determination, the Company considered the future reversal of existing taxable temporary differences, taxable income in carryback years, future taxable income, and tax planning strategies. The Company paid state and foreign income taxes of $0.4 million and $2.2 million during the six months ended June 30, 2017 and 2016, respectively. During the six months ended June 30, 2017 and 2016 the Company received refunds of $0.1 million and $10.8 million, respectively, of federal and state income taxes that were paid in prior years.

LONG-TERM DEBT AND FINANCING AR

LONG-TERM DEBT AND FINANCING ARRANGEMENTS	6 Months Ended
	Jun. 30, 2017
LONG-TERM DEBT AND FINANCING ARRANGEMENTS
LONG-TERM DEBT AND FINANCING ARRANGEMENTS	NOTE E – LONG-TERM DEBT AND FINANCING ARRANGEMENTS Long-Term Debt Obligations Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility and accounts receivable securitization program, both of which are further described in Financing Arrangements within this Note, and notes payable and capital lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations), real estate, and certain other equipment as follows: June 30 December 31 2017 2016 (in thousands) Credit Facility (interest rate of 2.7% (1) at June 30, 2017) $ 70,000 $ 70,000 Accounts receivable securitization borrowings (interest rate of 2.0% at June 30, 2017) 45,000 35,000 Notes payable (weighted-average interest rate of 2.4% at June 30, 2017) 141,741 138,032 Capital lease obligations (weighted-average interest rate of 5.7% at June 30, 2017) 577 641 257,318 243,673 Less current portion 62,588 64,143 Long-term debt, less current portion $ 194,730 $ 179,530 (1) 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 3.35% based on the margin of the Credit Facility as of June 30, 2017. Scheduled maturities of long-term debt obligations as of June 30, 2017 were as follows: Accounts Receivable Credit Securitization Notes Capital Lease Total Facility (1)(2) Program (1) Payable Obligations (3) (in thousands) Due in one year or less $ 68,166 $ 2,026 $ 1,029 $ 64,880 $ 231 Due after one year through two years 45,379 2,251 1,173 41,718 237 Due after two years through three years 135,177 71,199 45,948 17,887 143 Due after three years through four years 13,459 — — 13,452 7 Due after four years through five years 9,160 — — 9,155 5 Due after five years 257 — — 257 — Total payments 271,598 75,476 48,150 147,349 623 Less amounts representing interest 14,280 5,476 3,150 5,608 46 Long-term debt $ 257,318 $ 70,000 $ 45,000 $ 141,741 $ 577 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin. (2) In July 2017, the Company amended and extended the credit agreement which extended the maturity date of the Credit Facility to July 7, 2022. (3) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements. Assets securing notes payable or held under capital leases were included in property, plant and equipment as follows: June 30 December 31 2017 2016 (in thousands) Revenue equipment $ 258,412 $ 220,566 Land and structures (service centers) 1,794 1,794 Software 486 — Service, office, and other equipment 40 7 Total assets securing notes payable or held under capital leases 260,732 222,367 Less accumulated depreciation and amortization (1) 83,554 61,643 Net assets securing notes payable or held under capital leases $ 177,178 $ 160,724 (1) Amortization of assets under capital leases and depreciation of assets securing notes payable are included in depreciation expense. Financing Arrangements Credit Facility The Company has a revolving credit facility (the “Credit Facility”) under its credit agreement which was amended and restated on January 2, 2015 (the “Amended and Restated Credit Agreement”). The Credit Facility, which matures on January 2, 2020, has an initial maximum credit amount of $150.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Credit Facility allows the Company to request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $75.0 million, subject to certain additional conditions as provided in the Amended and Restated Credit Agreement. Principal payments under the Credit Facility are due upon maturity; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. Borrowings under the Amended and Restated Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Amended and Restated Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Amended and Restated Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s adjusted leverage ratio (as defined in the Amended and Restated Credit Agreement). The Amended and Restated Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Amended and Restated Credit Agreement at June 30, 2017. In July 2017, the Company amended and extended its credit agreement (the “Second Amended and Restated Credit Agreement”) to increase the initial maximum credit amount of its Credit Facility from $150.0 million to $200.0 million, including a swing line facility and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million, and to increase the additional revolving commitments or incremental term loans the Company may request under the facility from $75.0 million to $100.0 million. The maturity date of the Credit Facility was extended to July 7, 2022. The covenants and conditions of the Second Amended and Restated Credit Agreement are consistent with the previously amended credit agreement. Interest Rate Swap The Company has an interest rate swap agreement with a $50.0 million notional amount maturing on January 2, 2020. The Company receives floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.85% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.35% based on the margin of the Credit Facility as of June 30, 2017. The fair value of the interest rate swap of $0.3 million and $0.5 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2017 and December 31, 2016, respectively. In June 2017, the Company entered into a forward-starting interest rate swap agreement with a $50.0 million notional amount which will start on January 2, 2020 upon maturity of the current interest rate swap agreement, and mature on June 30, 2022. The Company will receive floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.99% over the life of the interest rate swap agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.49% based on the margin of the Credit Facility as of June 30, 2017. The fair value of the interest rate swap of $0.2 million was recorded in other long-term assets in the consolidated balance sheet at June 30, 2017. The unrealized loss on the interest rate swap instruments was reported as a component of accumulated other comprehensive loss, net of tax, in stockholders’ equity at June 30, 2017 and December 31, 2016, and the change in the unrealized income (loss) on the interest rate swaps for the three and six months ended June 30, 2017 and 2016 was reported in other comprehensive loss, net of tax, in the consolidated statement of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate payment of the fair value liability upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreements at June 30, 2017. Accounts Receivable Securitization Program In March 2017, the Company entered into a second amendment to extend the maturity date of its accounts receivable securitization program until April 1, 2020 and increase the amount of cash proceeds provided under the facility from $100.0 million to $125.0 million, with an accordion feature allowing the Company to request additional borrowings up to $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. In April 2017, the Company borrowed $10.0 million under the accounts receivable securitization program. As of June 30, 2017, $45.0 million was borrowed under the program. The Company was in compliance with the covenants under the accounts receivable securitization program as of June 30, 2017. 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, 2017, standby letters of credit of $19.0 million have been issued under the program, which reduced the available borrowing capacity to $61.0 million. Letter of Credit Agreements and Surety Bond Programs As of June 30, 2017, the Company had letters of credit outstanding of $19.6 million (including $19.0 million issued under the accounts receivable securitization program). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2017, surety bonds outstanding related to the self-insurance program totaled $59.4 million. Notes Payable and Capital Leases The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements, including $37.9 million and $38.6 million for revenue equipment and software during the three and six months ended June 30, 2017, respectively.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	6 Months Ended
	Jun. 30, 2017
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	NOTE F – PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans The following is a summary of the components of net periodic benefit cost: Three Months Ended June 30 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2017 2016 2017 2016 2017 2016 (in thousands) Service cost $ — $ — $ — $ — $ 122 $ 107 Interest cost 1,149 1,158 25 33 265 255 Expected return on plan assets (2,054) (2,158) — — — — Amortization of prior service credit — — — — (48) (48) Pension settlement expense 744 564 — — — — Amortization of net actuarial loss (1) 757 1,061 21 38 174 176 Net periodic benefit cost $ 596 $ 625 $ 46 $ 71 $ 513 $ 490 Six Months Ended June 30 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2017 2016 2017 2016 2017 2016 (in thousands) Service cost $ — $ — $ — $ — $ 244 $ 214 Interest cost 2,389 2,463 51 65 530 509 Expected return on plan assets (4,221) (4,104) — — — — Amortization of prior service credit — — — — (95) (95) Pension settlement expense 2,701 1,464 — — — — Amortization of net actuarial loss (1) 1,643 2,017 41 76 347 352 Net periodic benefit cost $ 2,512 $ 1,840 $ 92 $ 141 $ 1,026 $ 980 (1) The Company amortizes actuarial losses over the average remaining active service period of the plan participants and does not use a corridor approach. Nonunion Defined Benefit Pension Plan The Company’s nonunion defined benefit pension plan covers substantially all noncontractual employees hired before January 1, 2006. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who were active employees of the Company became eligible for the discretionary defined contribution feature of the Company’s nonunion 401(k) and defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate. The Company recognized pension settlement expense as a component of net periodic benefit cost of the nonunion defined benefit pension plan for the three and six months ended June 30, 2017 of $0.7 million (pre-tax), or $0.5 million (after-tax), and $2.7 million (pre-tax), or $1.7 million (after-tax), respectively, related to $4.9 million and $9.7 million of lump-sum benefit distributions from the plan for the three and six months ended June 30, 2017, respectively, which included a $7.6 million purchase during the first quarter 2017 of a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of approximately 50 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. For the three and six months ended June 30, 2016, pension settlement expense of $0.6 million (pre-tax), or $0.3 million (after-tax), and $1.5 million (pre-tax), or $0.9 million (after-tax), respectively, was recognized related to $2.7 million and $7.2 million of lump-sum distributions from the plan for the same respective periods. Upon recognition of pension settlement expense, a corresponding reduction in the unrecognized net actuarial loss of the plan is recorded. The remaining pre-tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the active plan participants. The Company will incur additional quarterly settlement expense related to lump-sum distributions from the nonunion defined benefit pension plan during the remainder of 2017. The following table discloses the changes in benefit obligations and plan assets of the nonunion defined benefit pension plan for the six months ended June 30, 2017: Nonunion Defined Benefit Pension Plan (in thousands) Change in benefit obligations Benefit obligations at December 31, 2016 $ 152,006 Interest cost 2,389 Actuarial loss (1) 4,929 Benefits paid (17,461) Benefit obligations at June 30, 2017 141,863 Change in plan assets Fair value of plan assets at December 31, 2016 144,805 Actual return on plan assets 6,582 Benefits paid (17,461) Fair value of plan assets at June 30, 2017 133,926 Funded status at June 30, 2017 (2) $ (7,937) Accumulated benefit obligation $ 141,863 (1) Impacted by actuarial increases in the valuation of participant data as of January 1, 2017 and the actuarial loss from remeasurement upon settlement which was impacted by a decrease in the discount rate at June 30, 2017 compared to the December 31, 2016 measurement date. (2) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at June 30, 2017. Based upon current actuarial information, the Company does not have a minimum cash contribution requirement to its nonunion defined benefit pension plan for 2017. The plan’s preliminary adjusted funding target attainment percentage (“AFTAP”) is projected to be 107.8% as of the January 1, 2017 valuation date. The AFTAP is determined by measurements prescribed by the Internal Revenue Code, which differ from the funding measurements for financial statement reporting purposes. Multiemployer Plans ABF Freight 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. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. Contribution obligations to these plans are specified in the ABF NMFA, which will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”), which was permanently extended by the Multiemployer Pension Reform Act (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self-correct funding issues, subject to various requirements and restrictions, including applying to the U.S. Department of the Treasury (the “Treasury Department”) for the reduction of certain accrued benefits. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees. If ABF Freight was 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. 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”). ABF Freight received an Actuarial Certification of Plan Status for the Central States Pension Plan dated March 31, 2017, in which the plan’s actuary certified that, as of January 1, 2017, the plan is in critical and declining status, as defined by the Reform Act, with the funded percentage projected to be 40% as of the January 1, 2017 valuation date. 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 either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%. As previously disclosed in the Company’s 2016 Annual Report on Form 10-K, ABF Freight received a Notice of Insolvency from the Road Carriers Local 707 Pension Fund (the “707 Pension Fund”) for the plan year beginning February 1, 2016. On March 1, 2017, the Pension Benefit Guaranty Corporation (“PBGC”) announced that beginning February 1, 2017 benefits to retirees were reduced to PBGC guarantee limits for insolvent multiemployer plans. The PBGC provides financial assistance to insolvent multiemployer plans to pay retiree benefits not to exceed guaranteed limits. The 707 Pension Fund will continue to administer the fund as the PBGC provides financial assistance. Approximately 1% of ABF Freight’s total multiemployer pension contributions are made to the 707 Pension Fund. Based on currently available information, it is the Company’s understanding that ABF Freight’s benefit contribution rates to the 707 Pension Fund under the ABF NMFA will be frozen and ABF Freight will be required to continue making contributions at the frozen rate throughout and after the current ABF NMFA contract period, which extends to March 31, 2018; however, there can be no assurance in this regard. 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 2016 Annual Report on Form 10-K.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2017
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE G – STOCKHOLDERS’ EQUITY Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows: June 30 December 31 2017 2016 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit costs $ (27,251) $ (29,320) Interest rate swap (186) (542) Foreign currency translation (2,125) (1,978) Total $ (29,562) $ (31,840) After-tax amounts: Unrecognized net periodic benefit costs $ (20,622) $ (21,886) Interest rate swap (113) (329) Foreign currency translation (1,291) (1,202) Total $ (22,026) $ (23,417) The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2017 and 2016: Unrecognized Interest Foreign Net Periodic Rate Currency Total Benefit Costs Swap Translation (in thousands) Balances at December 31, 2016 $ (23,417) $ (21,886) $ (329) $ (1,202) Other comprehensive income (loss) before reclassifications (1,442) (1,569) 216 (89) Amounts reclassified from accumulated other comprehensive loss 2,833 2,833 — — Net current-period other comprehensive income 1,391 1,264 216 (89) Balances at June 30, 2017 $ (22,026) $ (20,622) $ (113) $ (1,291) Balances at December 31, 2015 $ (27,496) $ (25,497) $ (545) $ (1,454) Other comprehensive income (loss) before reclassifications (5,678) (5,435) (692) 449 Amounts reclassified from accumulated other comprehensive loss 2,331 2,331 — — Net current-period other comprehensive income (loss) (3,347) (3,104) (692) 449 Balances at June 30, 2016 $ (30,843) $ (28,601) $ (1,237) $ (1,005) The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component: Unrecognized Net Periodic Benefit Costs (1)(2) Six Months Ended June 30 2017 2016 (in thousands) Amortization of net actuarial loss $ (2,031) $ (2,445) Amortization of prior service credit 95 95 Pension settlement expense (2,701) (1,464) Total, pre-tax (4,637) (3,814) Tax benefit 1,804 1,483 Total, net of tax $ (2,833) $ (2,331) (1) Amounts in parentheses indicate increases in expense or loss. (2) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (see Note F). Dividends on Common Stock The following table is a summary of dividends declared during the applicable quarter: 2017 2016 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ $ $ 0.08 $ 2,088 Second quarter $ $ $ 0.08 $ 2,087 On July 25, 2017, the Company’s Board of Directors declared a dividend of $0.08 per share to stockholders of record as of August 8, 2017, payable on August 22, 2017. Treasury Stock The Company has a program to repurchase its common stock in the open market or in privately negotiated transactions. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. As of December 31, 2016, the Company had $37.7 million remaining under the program for repurchases of its common stock. During the six months ended June 30, 2017 the Company purchased 194,520 shares for an aggregate cost of $3.6 million, leaving $34.1 million available for repurchase of common stock under the program.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2017
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION	NOTE H – SHARE-BASED COMPENSATION Stock Awards As of June 30, 2017 and December 31, 2016, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (the “2005 Plan”). The 2005 Plan, as amended, provides for the granting of 3.1 million shares, which may be awarded as incentive and nonqualified stock options, stock appreciation rights, restricted stock, or restricted stock units (“RSUs”). Restricted Stock Units A summary of the Company’s restricted stock unit award program is presented below: Units Outstanding – January 1, 2017 1,477,537 Granted 501,750 Vested (373,138) Forfeited (1) (42,509) Outstanding – June 30, 2017 1,563,640 (1) Forfeitures are recognized as they occur. The RSUs granted during the period had a weighted-average grant date fair value of $16.35 per share.

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2017
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE I – EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30 June 30 2017 2016 2017 2016 (in thousands, except share and per share data) Basic Numerator: Net income $ 15,777 $ 10,231 $ 8,370 $ 4,128 Effect of unvested restricted stock awards (65) (81) (50) (38) Adjusted net income $ 15,712 $ 10,150 $ 8,320 $ 4,090 Denominator: Weighted-average shares 25,767,791 25,791,026 25,726,363 25,806,774 Earnings per common share $ 0.61 $ 0.39 $ 0.32 $ 0.16 Diluted Numerator: Net income $ 15,777 $ 10,231 $ 8,370 $ 4,128 Effect of unvested restricted stock awards (64) (80) (50) (38) Adjusted net income $ 15,713 $ 10,151 $ 8,320 $ 4,090 Denominator: Weighted-average shares 25,767,791 25,791,026 25,726,363 25,806,774 Effect of dilutive securities 523,850 455,842 652,073 488,909 Adjusted weighted-average shares and assumed conversions 26,291,641 26,246,868 26,378,436 26,295,683 Earnings per common share $ 0.60 $ 0.39 $ 0.32 $ 0.16 Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested RSUs that receive dividends, which are considered participating securities. Beginning with 2015 grants, the RSU agreements were modified to remove dividend rights; therefore, the RSUs granted subsequent to 2015 are not participating securities. Outstanding stock awards of less than 0.1 million for the three and six months ended June 30, 2017 and 0.4 million for the 2016 periods, were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing earnings per share.

OPERATING SEGMENT DATA

OPERATING SEGMENT DATA	6 Months Ended
	Jun. 30, 2017
OPERATING SEGMENT DATA
OPERATING SEGMENT DATA	NOTE J – OPERATING SEGMENT DATA The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations. On November 3, 2016, the Company announced its plan to implement a new corporate structure which unified the Company’s sales, pricing, customer service, marketing, and capacity sourcing functions effective January 1, 2017. As previously reported in the Company’s 2016 Annual Report on Form 10‑K, the operating segments previously reported as Premium Logistics (Panther), Transportation Management (ABF Logistics), and Household Goods Moving Services (ABF Moving) were combined into a single asset‑light logistics operation reported under the ArcBest segment for the quarter and year ended December 31, 2016. The Company has restated certain prior year operating segment data in this Quarterly Report on Form 10-Q to conform to the current year presentation. Segment revenues and expenses were adjusted to eliminate certain intercompany charges consistent with the manner in which they are reported under the new corporate structure. Certain intercompany charges among the previously reported Panther, ABF Logistics, and ABF Moving segments which were previously eliminated in the “Other and eliminations” line, are now eliminated within the ArcBest segment. There was no impact on the Company’s consolidated revenues, operating expenses, operating income, or earnings per share as a result of the restatements. The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment 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 Company’s reportable operating segments are as follows: · Asset-Based, which includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. In addition, the segment operations include 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 second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly freight tonnage levels. · The ArcBest segment includes the results of operations of the Company’s Expedite, Truckload, and Truckload-Dedicated businesses as well as its premium logistics services; international freight transportation with air, ocean, and ground service offerings; household goods moving services to consumer, commercial, and government customers; warehousing management and distribution services; and managed transportation solutions. ArcBest segment operations are influenced by seasonal fluctuations that impact customers’ supply chains and the resulting demand for expedite services. 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, may impact quarterly business levels. Expedite shipments of the ArcBest segment may decline during winter months because of post-holiday slowdowns but can be subject to short-term increases depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the ArcBest segment, but severe weather events can result in higher demand for expedite services. The household goods 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. Shipment volumes of the ArcBest segment’s Truckload-Dedicated service offering, which was acquired in September 2016, are typically highest in the third and fourth calendar quarters of each year. Seasonal fluctuations are less apparent in the operating results of the Truckload and Truckload-Dedicated services of the ArcBest segment than in the industry as a whole because of business growth, including acquisitions, in this service offering of the segment. · 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 also provides services to the Asset-Based and ArcBest segments. Emergency roadside service events of the FleetNet segment are favorably impacted by adverse weather conditions that affect commercial vehicle operations and the segment’s results of operations will be influenced by seasonal variations in service event volume. The Company’s other business activities and operating segments that are not reportable include ArcBest Corporation and certain other subsidiaries. Certain costs incurred by the parent holding company 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. 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 2017 2016 (1) 2017 2016 (1) (in thousands) REVENUES Asset-Based $ 514,537 $ 486,251 $ 978,893 $ 925,314 ArcBest (2) 175,929 154,347 328,805 296,744 FleetNet 36,501 41,780 76,739 85,344 Other and eliminations (6,599) (5,751) (12,981) (9,320) Total consolidated revenues $ 720,368 $ 676,627 $ 1,371,456 $ 1,298,082 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 314,252 $ 303,214 $ 619,095 $ 599,376 Fuel, supplies, and expenses 75,878 72,279 151,310 138,968 Operating taxes and licenses 12,252 12,154 24,121 24,134 Insurance 7,540 7,660 14,649 14,126 Communications and utilities 4,535 4,279 9,357 8,651 Depreciation and amortization 21,324 20,911 42,307 41,303 Rents and purchased transportation 53,346 47,800 99,954 87,496 (Gain) loss on sale of property and equipment 25 (2,197) (592) (2,369) Pension settlement expense (3) 533 424 1,934 1,101 Other 2,658 2,355 4,449 4,155 Restructuring costs (4) 33 — 173 — Total Asset-Based 492,376 468,879 966,757 916,941 ArcBest (2) Purchased transportation 139,354 121,502 261,273 233,333 Salaries, wages, and benefits 16,762 17,668 33,298 36,249 Supplies and expenses 6,769 4,641 12,055 9,059 Depreciation and amortization 3,337 3,475 6,703 6,940 Other 3,828 4,888 7,886 8,982 Restructuring costs (4) 65 — 875 — Total ArcBest 170,115 152,174 322,090 294,563 FleetNet 35,771 41,184 75,035 83,764 Other and eliminations (4) (2,628) (2,264) (4,907) (4,575) Total consolidated operating expenses (3) $ 695,634 $ 659,973 $ 1,358,975 $ 1,290,693 (1) Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) The 2017 period includes the operations of LDS, which was acquired in September 2016. (3) For the three months ended June 30, 2017 and 2016, pre-tax pension settlement expense on a consolidated basis totaled $0.7 million and $0.6 million, respectively, of which $0.5 million and $0.4 million, respectively, was reported by the Asset-Based segment. For the six months ended June 30, 2017 and 2016, pre-tax pension settlement expense totaled $2.7 million and $1.5 million, respectively, of which $1.9 million and $1.1 million, respectively, was reported by the Asset-Based segment. (4) Restructuring costs relate to the realignment of the Company’s corporate structure (see Note K). Other and eliminations includes $0.3 million and $0.9 million of restructuring costs for the three and six months ended June 30, 2017, respectively. Three Months Ended Six Months Ended June 30 June 30 2017 2016 (1) 2017 2016 (1) (in thousands) OPERATING INCOME Asset-Based $ 22,161 $ 17,372 $ 12,136 $ 8,373 ArcBest (2) 5,814 2,173 6,715 2,181 FleetNet 730 596 1,704 1,580 Other and eliminations (3,971) (3,487) (8,074) (4,745) Total consolidated operating income $ 24,734 $ 16,654 $ 12,481 $ 7,389 OTHER INCOME (COSTS) Interest and dividend income $ 285 $ 387 $ 559 $ 788 Interest and other related financing costs (1,389) (1,231) (2,704) (2,478) Other, net (3) 505 571 1,152 937 Total other costs (599) (273) (993) (753) INCOME BEFORE INCOME TAXES $ 24,135 $ 16,381 $ 11,488 $ 6,636 (1) Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) The 2017 periods include the operations of LDS, which was acquired in September 2016. (3) Includes proceeds and changes in cash surrender value of life insurance policies. The following table presents operating expenses by category on a consolidated basis: Three Months Ended Six Months Ended June 30 June 30 2017 2016 (1) 2017 2016 (1) (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 350,187 $ 336,670 $ 685,016 $ 667,807 Rents, purchased transportation, and other costs of services 216,237 200,948 416,108 385,647 Fuel, supplies, and expenses 68,451 69,361 141,113 132,496 Depreciation and amortization (2) 25,209 25,748 50,603 50,899 Other 35,187 27,246 64,141 53,844 Restructuring (3) 363 — 1,994 — $ 695,634 $ 659,973 $ 1,358,975 $ 1,290,693 (1) Certain restatements have been made to the prior year’s operating expense data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) Includes amortization of intangible assets. (3) Restructuring costs relate to the realignment of the Company’s corporate structure.

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES	6 Months Ended
	Jun. 30, 2017
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES AND IMPAIRMENT	NOTE K – RESTRUCTURING CHARGES On November 3, 2016, the Company announced its plan to implement a new corporate structure to better serve its customers. The new corporate structure unified the Company’s sales, pricing, customer service, marketing, and capacity sourcing functions effective January 1, 2017, and allows the Company to operate as one logistics provider under the ArcBest brand. As a result of the restructuring, the Company recorded $0.4 million and $2.0 million of restructuring charges in operating expenses during the three and six months ended June 30, 2017, respectively, primarily for employee-related costs. The Company estimates it will incur restructuring charges of approximately $1.0 million during the remainder of 2017 primarily for employee-related costs associated with the plan announced during 2016.

LEGAL PROCEEDINGS, ENVIRONMENTA

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS	6 Months Ended
	Jun. 30, 2017
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS
LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS	NOTE L – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Environmental Matters The Company’s subsidiaries store fuel for use in tractors and trucks in 62 underground tanks located in 18 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company. The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. At June 30, 2017 and December 31, 2016, the Company’s reserve, which was reported in accrued expenses, for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.5 million. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

ORGANIZATION AND DESCRIPTION 21

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2017
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION
Financial Statement Presentation - Basis of accounting	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2016 Annual Report on Form 10-K and other current filings with the Commission. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included.
Financial Statement Presentation - Restatements and reclassifications	Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s organizational structure as announced on November 3, 2016. Under the new structure, the segments previously reported as Premium Logistics (Panther), Transportation Management (ABF Logistics), and Household Goods Moving Services (ABF Moving) are consolidated as a single Asset-Light logistics operation under ArcBest. Segment revenues and expenses were adjusted to eliminate certain intercompany charges consistent with the manner in which they are reported under the new corporate structure. Certain intercompany charges among the previously reported Panther, ABF Logistics, and ABF Moving segments which were previously eliminated in the “Other and eliminations” line, are now eliminated within the ArcBest segment. There was no impact on the Company’s consolidated revenues, operating expenses, operating income, or earnings per share as a result of the restatements. Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year presentation. The insurance receivable for the amount of workers’ compensation and third-party casualty claims in excess of self-insurance retention limits, which was previously offset against the reserve included in accrued expenses, has been reclassed to other accounts receivable, resulting in an $8.7 million increase in other accounts receivable and a corresponding increase in accrued expenses in the consolidated balance sheet at December 31, 2016. Amounts totaling $18.6 million related to certain service centers of the Company’s Asset-Based operations previously recorded in leasehold improvements were reclassed to land and structures in the consolidated balance sheet at December 31, 2016. These reclassifications were previously reported in the Company’s first quarter 2017 Quarterly Report on Form 10-Q. The prior period impact of the reclassification of the insurance receivable is also reflected in the consolidated statements of cash flows for the six months ended June 30, 2016. Other reclassifications were made to the consolidated financial statements to apply the provisions of accounting pronouncements adopted during the first quarter of 2017 related to deferred income taxes, share-based compensation, and cash flow classification (see Adopted Accounting Pronouncements within this Note). The Company’s deferred tax assets were reclassed, by jurisdiction, from current to long-term in the consolidated balance sheets. The net change in restricted cash previously presented in financing activities of the Company’s consolidated statements of cash flows was removed and restricted cash was included in the reconciliation of beginning- and end-of-period totals of cash and cash equivalents and restricted cash. Cash paid by the Company when directly withholding shares from an employee’s share-based compensation award for tax-withholding purposes was reclassified from an operating activity within changes in income taxes to a financing activity in the consolidated statements of cash flows. There was no impact on the Company’s consolidated revenues, operating expenses, operating income, or earnings per share as a result of the reclassifications.
Financial Statement Presentation - Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates.
Share-Based Compensation	Share-Based Compensation: The fair value of restricted stock awards is determined based upon the closing market price of the Company’s common stock on the date of grant. The restricted stock units generally vest at the end of a five‑year period following the date of grant, except for certain awards granted to non-employee directors that typically vest at the end of a one-year period for awards granted on or after January 1, 2016 and at the end of a three-year period for previous grants, subject to accelerated vesting due to death, disability, retirement, or change in control provisions. When restricted stock units become vested, the Company issues new shares which are subsequently distributed. Dividends or dividend equivalents are paid on certain restricted stock units during the vesting period. The Company recognizes the income tax benefits of dividends on share-based payment awards as income tax expense or benefit in the consolidated statements of operations when awards vest or are settled. Share based awards are amortized to compensation expense on a straight line basis over the vesting period of awards or over the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated upon death or disability. The Company recognizes forfeitures as they occur.
Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted	Adopted Accounting Pronouncements In the first quarter of 2017, the Company adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) which amended Accounting Standards Codification (“ASC”) Topic 740 with the addition of Balance Sheet Classification of Deferred Taxes . The amendment was retrospectively adopted and resulted in reclassifications to the consolidated balance sheets to present all deferred tax assets and liabilities as noncurrent by jurisdiction. In the first quarter of 2017, the Company adopted an amendment to ASC Topic 718, Compensation – Stock Compensation , which requires the income tax effects of awards to be recognized in the statement of operations when awards vest or are settled and allows employers to make a policy election to account for forfeitures as they occur. As a result of applying the provisions of the amendment, the Company recognized a $0.2 million cumulative effect adjustment to the opening balance of retained earnings as previously disclosed in the Company’s first quarter 2017 Quarterly Report on Form 10‑Q. The Company also made a policy election to account for forfeitures as they occur. The Company may experience volatility in its income tax provision as a result of recording all excess tax benefits and tax deficiencies in the income statement upon settlement of awards, which is primarily during the second quarter of each year. This provision of the amendment related to recognition of excess tax benefits and tax deficiencies was adopted prospectively; therefore, the prior period has not been adjusted for this provision. Cash paid by the Company to taxing authorities on the employee’s behalf for withheld shares was reclassified from an operating activity within changes in accounts payable, accrued expenses, and other liabilities to a financing activity in the consolidated statements of cash flows. The other provisions of the adopted amendment did not have a significant impact on the Company’s consolidated financial statements. In the first quarter of 2017, the Company also adopted amendments to ASC Topic 230, Statement of Cash Flows , which provide classification guidance for restricted cash and certain cash receipts and cash payments presented in the statement of cash flows. The retrospective adoption of the amendments resulted in reclassification to the consolidated statement of cash flows to include restricted cash in the reconciliation of beginning- and end-of-period totals of cash and cash equivalents. Proceeds from the settlement of corporate-owned life insurance policies will be classified as cash provided by investing activities, and cash payments for premiums on such insurance policies will be classified as cash used in operating activities in the consolidated statements of cash flows. Accounting Pronouncements Not Yet Adopted ASC Topic 606, which amends the guidance in former ASC Topic 605, Revenue Recognition , provides a single comprehensive revenue recognition model for all contracts with customers and contains principles to apply to determine the measurement of revenue and timing of when it is recognized. The standard is effective for the Company on January 1, 2018. The Company is in the process of contract review and documentation in preparation for adopting the revenue recognition standard. The Company plans to adopt this standard on the modified retrospective basis and does not expect a significant impact on the consolidated financial statements. An amendment to ASC Topic 715, Compensation – Retirement Benefits will require the service cost component of net benefit cost related to benefit plans accounted for under ASC Topic 715 to be included in the same line item or items as other compensation costs arising from services rendered by the related employees and will allow only the service cost component of the net benefit cost to be eligible for capitalization of internal costs. The amendment will also require the other components of net benefit cost, including pension settlement expense, to be presented in other income (costs) rather than in operating income. The amendment is effective for the Company beginning January 1, 2018. ASC Topic 718 Compensation-Stock Compensation , was amended to provide guidance about which changes to the terms or conditions of a share-based payment award require the application of modification accounting. The amendment is effective for the Company beginning January 1, 2018 and is not expected to have a significant impact on the consolidated financial statements. ASC Topic 842, Leases , which is effective for the Company beginning January 1, 2019, will require leases with a term greater than twelve months to be reflected as liabilities with associated right-of-use assets in the Company’s consolidated balance sheet. The Company is evaluating the impact of the new standard, which is required to be adopted on the modified retrospective basis, on the consolidated financial statements and disclosures. Management believes that there is no other new accounting guidance issued but not yet effective that is relevant to the Company’s current financial statements.

FINANCIAL INSTRUMENTS AND FAI22

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Schedule components of cash and cash equivalents, short term investments, and restricted funds	June 30 December 31 2017 2016 (in thousands) Cash and cash equivalents Cash deposits (1) $ 64,143 $ 92,520 Variable rate demand notes (1)(2) 13,212 16,057 Money market funds (3) 25,214 5,703 Total cash and cash equivalents $ 102,569 $ 114,280 Short-term investments Certificates of deposit (1) $ 54,148 $ 56,838 Restricted cash Cash deposits (1) $ — $ 962 (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).
Schedule of fair value and carrying value disclosures of financial instruments	June 30 December 31 2017 2016 (in thousands) Carrying Fair Carrying Fair Value Value Value Value Credit Facility (1) $ 70,000 $ 70,000 $ 70,000 $ 70,000 Accounts receivable securitization borrowings (2) 45,000 45,000 35,000 35,000 Notes payable (3) 141,741 141,405 138,032 137,503 $ 256,741 $ 256,405 $ 243,032 $ 242,503 (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) Borrowings under the Company’s accounts receivable securitization program carry a variable interest rate based on LIBOR, plus a margin. The borrowings are considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy). (3) Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).
Schedule of financial assets and liabilities measured at fair value on a recurring basis	June 30, 2017 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 25,214 $ 25,214 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,122 2,122 — — Interest rate swap (3) 156 — 156 — $ 27,492 $ 27,336 $ 156 $ — Liabilities: Contingent consideration (4) $ 6,790 $ — $ — $ 6,790 Interest rate swap (3) 342 — 342 — $ 7,132 $ — $ 342 $ 6,790 December 31, 2016 Fair Value Measurements Using Quoted Prices Significant Significant In Active Observable Unobservable Markets Inputs Inputs Total (Level 1) (Level 2) (Level 3) (in thousands) Assets: Money market funds (1) $ 5,703 $ 5,703 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,220 2,220 — — $ 7,923 $ 7,923 $ — $ — Liabilities: Contingent consideration (4) $ 6,775 $ — $ — $ 6,775 Interest rate swap (3) 542 — 542 — $ 7,317 $ — $ 542 $ 6,775 (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 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 considered to be in Level 3 of the fair value hierarchy. The Company assessed Level 3 inputs as insignificant to the valuation at June 30, 2017 and December 31, 2016 and considers the interest rate swap valuation in Level 2 of the fair value hierarchy. (4) Included in accrued expenses and other long-term liabilities, based on when expected payouts become due. The estimated fair value of contingent consideration for an earn-out agreement related to the September 2016 acquisition of LDS was determined by assessing Level 3 inputs with a discounted cash flow approach using various probability-weighted scenarios. The Level 3 assessments utilize a Monte Carlo simulation with inputs including scenarios of estimated revenues and gross margins to be achieved for the applicable performance periods, probability weightings assigned to the performance scenarios, and the discount rate applied, which was 11.9% and 12.3% as of June 30, 2017 and December 31, 2016, respectively. Subsequent changes to the fair value as a result of recurring assessments will be recognized in operating income.
Schedule of changes in fair value of the liabilities	Contingent Consideration (in thousands) Balances at December 31, 2016 $ 6,775 Change in fair value included in operating expenses 15 Balances at June 30, 2017 $ 6,790

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2017
GOODWILL AND INTANGIBLE ASSETS
Schedule of goodwill by reportable operating segment	Total ArcBest FleetNet (in thousands) Balances at December 31, 2016 $ 108,875 $ 108,245 $ 630 Purchase accounting adjustments (1) 106 106 — Balances at June 30, 2017 $ 108,981 $ 108,351 $ 630 (1) Goodwill related to the September 2016 acquisition of LDS is based on preliminary information as of June 30, 2017.
Schedule of intangible assets	June 30, 2017 December 31, 2016 Weighted-Average Accumulated Net Accumulated Net Amortization Period Cost Amortization Value Cost Amortization Value (in years) (in thousands) (in thousands) Finite-lived intangible assets Customer relationships (1) 14 $ 60,431 $ 17,548 $ 42,883 $ 60,431 $ 15,350 $ 45,081 Driver network 3 3,200 3,200 — 3,200 3,200 — Other 9 1,032 478 554 1,032 406 626 13 64,663 21,226 43,437 64,663 18,956 45,707 Indefinite-lived intangible assets Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Other N/A 2,500 N/A 2,500 2,500 N/A 2,500 34,800 34,800 34,800 34,800 Total intangible assets N/A $ 99,463 $ 21,226 $ 78,237 $ 99,463 $ 18,956 $ 80,507 (1) Customer relationships of $7.7 million related to the September 2016 acquisition of LDS is based on preliminary information as of June 30, 2017.
Schedule of future amortization for intangible assets and acquired software	Intangible Acquired Total Assets Software (1) (in thousands) 2017 $ 3,328 $ 2,268 $ 1,060 2018 6,641 4,520 2,121 2019 5,464 4,482 982 2020 4,471 4,454 17 2021 4,418 4,412 6 Thereafter 23,301 23,301 — Total amortization $ 47,623 $ 43,437 $ 4,186 (1) Acquired software is reported in property, plant and equipment.

LONG-TERM DEBT AND FINANCING 24

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables)	6 Months Ended
	Jun. 30, 2017
LONG-TERM DEBT AND FINANCING ARRANGEMENTS
Schedule of long-term debt	June 30 December 31 2017 2016 (in thousands) Credit Facility (interest rate of 2.7% (1) at June 30, 2017) $ 70,000 $ 70,000 Accounts receivable securitization borrowings (interest rate of 2.0% at June 30, 2017) 45,000 35,000 Notes payable (weighted-average interest rate of 2.4% at June 30, 2017) 141,741 138,032 Capital lease obligations (weighted-average interest rate of 5.7% at June 30, 2017) 577 641 257,318 243,673 Less current portion 62,588 64,143 Long-term debt, less current portion $ 194,730 $ 179,530 (1) 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 3.35% based on the margin of the Credit Facility as of June 30, 2017.
Scheduled maturities of long-term debt obligations	Accounts Receivable Credit Securitization Notes Capital Lease Total Facility (1)(2) Program (1) Payable Obligations (3) (in thousands) Due in one year or less $ 68,166 $ 2,026 $ 1,029 $ 64,880 $ 231 Due after one year through two years 45,379 2,251 1,173 41,718 237 Due after two years through three years 135,177 71,199 45,948 17,887 143 Due after three years through four years 13,459 — — 13,452 7 Due after four years through five years 9,160 — — 9,155 5 Due after five years 257 — — 257 — Total payments 271,598 75,476 48,150 147,349 623 Less amounts representing interest 14,280 5,476 3,150 5,608 46 Long-term debt $ 257,318 $ 70,000 $ 45,000 $ 141,741 $ 577 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin. (2) In July 2017, the Company amended and extended the credit agreement which extended the maturity date of the Credit Facility to July 7, 2022. (3) Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.
Schedule of assets securing notes payable or held under capital leases	June 30 December 31 2017 2016 (in thousands) Revenue equipment $ 258,412 $ 220,566 Land and structures (service centers) 1,794 1,794 Software 486 — Service, office, and other equipment 40 7 Total assets securing notes payable or held under capital leases 260,732 222,367 Less accumulated depreciation and amortization (1) 83,554 61,643 Net assets securing notes payable or held under capital leases $ 177,178 $ 160,724 (1) Amortization of assets under capital leases and depreciation of assets securing notes payable are included in depreciation expense.

PENSION AND OTHER POSTRETIREM25

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)	6 Months Ended
	Jun. 30, 2017
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Summary of the components of net periodic benefit cost	Three Months Ended June 30 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2017 2016 2017 2016 2017 2016 (in thousands) Service cost $ — $ — $ — $ — $ 122 $ 107 Interest cost 1,149 1,158 25 33 265 255 Expected return on plan assets (2,054) (2,158) — — — — Amortization of prior service credit — — — — (48) (48) Pension settlement expense 744 564 — — — — Amortization of net actuarial loss (1) 757 1,061 21 38 174 176 Net periodic benefit cost $ 596 $ 625 $ 46 $ 71 $ 513 $ 490 Six Months Ended June 30 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2017 2016 2017 2016 2017 2016 (in thousands) Service cost $ — $ — $ — $ — $ 244 $ 214 Interest cost 2,389 2,463 51 65 530 509 Expected return on plan assets (4,221) (4,104) — — — — Amortization of prior service credit — — — — (95) (95) Pension settlement expense 2,701 1,464 — — — — Amortization of net actuarial loss (1) 1,643 2,017 41 76 347 352 Net periodic benefit cost $ 2,512 $ 1,840 $ 92 $ 141 $ 1,026 $ 980 (1) The Company amortizes actuarial losses over the average remaining active service period of the plan participants and does not use a corridor approach.
Schedule of changes in the projected benefit obligation and plan assets of the nonunion defined benefit pension plan	Nonunion Defined Benefit Pension Plan (in thousands) Change in benefit obligations Benefit obligations at December 31, 2016 $ 152,006 Interest cost 2,389 Actuarial loss (1) 4,929 Benefits paid (17,461) Benefit obligations at June 30, 2017 141,863 Change in plan assets Fair value of plan assets at December 31, 2016 144,805 Actual return on plan assets 6,582 Benefits paid (17,461) Fair value of plan assets at June 30, 2017 133,926 Funded status at June 30, 2017 (2) $ (7,937) Accumulated benefit obligation $ 141,863 (1) Impacted by actuarial increases in the valuation of participant data as of January 1, 2017 and the actuarial loss from remeasurement upon settlement which was impacted by a decrease in the discount rate at June 30, 2017 compared to the December 31, 2016 measurement date. (2) Noncurrent liability recognized within pension and postretirement liabilities in the accompanying consolidated balance sheet at June 30, 2017.

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2017
STOCKHOLDERS' EQUITY
Components of accumulated other comprehensive loss	June 30 December 31 2017 2016 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit costs $ (27,251) $ (29,320) Interest rate swap (186) (542) Foreign currency translation (2,125) (1,978) Total $ (29,562) $ (31,840) After-tax amounts: Unrecognized net periodic benefit costs $ (20,622) $ (21,886) Interest rate swap (113) (329) Foreign currency translation (1,291) (1,202) Total $ (22,026) $ (23,417)
Summary of changes in accumulated other comprehensive loss, net of tax, by component	Unrecognized Interest Foreign Net Periodic Rate Currency Total Benefit Costs Swap Translation (in thousands) Balances at December 31, 2016 $ (23,417) $ (21,886) $ (329) $ (1,202) Other comprehensive income (loss) before reclassifications (1,442) (1,569) 216 (89) Amounts reclassified from accumulated other comprehensive loss 2,833 2,833 — — Net current-period other comprehensive income 1,391 1,264 216 (89) Balances at June 30, 2017 $ (22,026) $ (20,622) $ (113) $ (1,291) Balances at December 31, 2015 $ (27,496) $ (25,497) $ (545) $ (1,454) Other comprehensive income (loss) before reclassifications (5,678) (5,435) (692) 449 Amounts reclassified from accumulated other comprehensive loss 2,331 2,331 — — Net current-period other comprehensive income (loss) (3,347) (3,104) (692) 449 Balances at June 30, 2016 $ (30,843) $ (28,601) $ (1,237) $ (1,005)
Summary of the significant reclassifications out of accumulated other comprehensive loss by component	Unrecognized Net Periodic Benefit Costs (1)(2) Six Months Ended June 30 2017 2016 (in thousands) Amortization of net actuarial loss $ (2,031) $ (2,445) Amortization of prior service credit 95 95 Pension settlement expense (2,701) (1,464) Total, pre-tax (4,637) (3,814) Tax benefit 1,804 1,483 Total, net of tax $ (2,833) $ (2,331) (1) Amounts in parentheses indicate increases in expense or loss. (2) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (see Note F).
Summary of dividends declared	2017 2016 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ $ $ 0.08 $ 2,088 Second quarter $ $ $ 0.08 $ 2,087

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2017
SHARE-BASED COMPENSATION
Summary of the Company's restricted stock unit award program	Units Outstanding – January 1, 2017 1,477,537 Granted 501,750 Vested (373,138) Forfeited (1) (42,509) Outstanding – June 30, 2017 1,563,640 (1) Forfeitures are recognized as they occur.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2017
EARNINGS PER SHARE
Schedule of computation of basic and diluted earnings (loss) per share	Three Months Ended Six Months Ended June 30 June 30 2017 2016 2017 2016 (in thousands, except share and per share data) Basic Numerator: Net income $ 15,777 $ 10,231 $ 8,370 $ 4,128 Effect of unvested restricted stock awards (65) (81) (50) (38) Adjusted net income $ 15,712 $ 10,150 $ 8,320 $ 4,090 Denominator: Weighted-average shares 25,767,791 25,791,026 25,726,363 25,806,774 Earnings per common share $ 0.61 $ 0.39 $ 0.32 $ 0.16 Diluted Numerator: Net income $ 15,777 $ 10,231 $ 8,370 $ 4,128 Effect of unvested restricted stock awards (64) (80) (50) (38) Adjusted net income $ 15,713 $ 10,151 $ 8,320 $ 4,090 Denominator: Weighted-average shares 25,767,791 25,791,026 25,726,363 25,806,774 Effect of dilutive securities 523,850 455,842 652,073 488,909 Adjusted weighted-average shares and assumed conversions 26,291,641 26,246,868 26,378,436 26,295,683 Earnings per common share $ 0.60 $ 0.39 $ 0.32 $ 0.16

OPERATING SEGMENT DATA (Tables)

OPERATING SEGMENT DATA (Tables)	6 Months Ended
	Jun. 30, 2017
OPERATING SEGMENT DATA
Schedule of reportable operating segment information	Three Months Ended Six Months Ended June 30 June 30 2017 2016 (1) 2017 2016 (1) (in thousands) REVENUES Asset-Based $ 514,537 $ 486,251 $ 978,893 $ 925,314 ArcBest (2) 175,929 154,347 328,805 296,744 FleetNet 36,501 41,780 76,739 85,344 Other and eliminations (6,599) (5,751) (12,981) (9,320) Total consolidated revenues $ 720,368 $ 676,627 $ 1,371,456 $ 1,298,082 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 314,252 $ 303,214 $ 619,095 $ 599,376 Fuel, supplies, and expenses 75,878 72,279 151,310 138,968 Operating taxes and licenses 12,252 12,154 24,121 24,134 Insurance 7,540 7,660 14,649 14,126 Communications and utilities 4,535 4,279 9,357 8,651 Depreciation and amortization 21,324 20,911 42,307 41,303 Rents and purchased transportation 53,346 47,800 99,954 87,496 (Gain) loss on sale of property and equipment 25 (2,197) (592) (2,369) Pension settlement expense (3) 533 424 1,934 1,101 Other 2,658 2,355 4,449 4,155 Restructuring costs (4) 33 — 173 — Total Asset-Based 492,376 468,879 966,757 916,941 ArcBest (2) Purchased transportation 139,354 121,502 261,273 233,333 Salaries, wages, and benefits 16,762 17,668 33,298 36,249 Supplies and expenses 6,769 4,641 12,055 9,059 Depreciation and amortization 3,337 3,475 6,703 6,940 Other 3,828 4,888 7,886 8,982 Restructuring costs (4) 65 — 875 — Total ArcBest 170,115 152,174 322,090 294,563 FleetNet 35,771 41,184 75,035 83,764 Other and eliminations (4) (2,628) (2,264) (4,907) (4,575) Total consolidated operating expenses (3) $ 695,634 $ 659,973 $ 1,358,975 $ 1,290,693 (1) Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) The 2017 period includes the operations of LDS, which was acquired in September 2016. (3) For the three months ended June 30, 2017 and 2016, pre-tax pension settlement expense on a consolidated basis totaled $0.7 million and $0.6 million, respectively, of which $0.5 million and $0.4 million, respectively, was reported by the Asset-Based segment. For the six months ended June 30, 2017 and 2016, pre-tax pension settlement expense totaled $2.7 million and $1.5 million, respectively, of which $1.9 million and $1.1 million, respectively, was reported by the Asset-Based segment. (4) Restructuring costs relate to the realignment of the Company’s corporate structure (see Note K). Other and eliminations includes $0.3 million and $0.9 million of restructuring costs for the three and six months ended June 30, 2017, respectively. Three Months Ended Six Months Ended June 30 June 30 2017 2016 (1) 2017 2016 (1) (in thousands) OPERATING INCOME Asset-Based $ 22,161 $ 17,372 $ 12,136 $ 8,373 ArcBest (2) 5,814 2,173 6,715 2,181 FleetNet 730 596 1,704 1,580 Other and eliminations (3,971) (3,487) (8,074) (4,745) Total consolidated operating income $ 24,734 $ 16,654 $ 12,481 $ 7,389 OTHER INCOME (COSTS) Interest and dividend income $ 285 $ 387 $ 559 $ 788 Interest and other related financing costs (1,389) (1,231) (2,704) (2,478) Other, net (3) 505 571 1,152 937 Total other costs (599) (273) (993) (753) INCOME BEFORE INCOME TAXES $ 24,135 $ 16,381 $ 11,488 $ 6,636 (1) Certain restatements have been made to the prior year’s operating segment data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) The 2017 periods include the operations of LDS, which was acquired in September 2016. (3) Includes proceeds and changes in cash surrender value of life insurance policies. The following table presents operating expenses by category on a consolidated basis: Three Months Ended Six Months Ended June 30 June 30 2017 2016 (1) 2017 2016 (1) (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 350,187 $ 336,670 $ 685,016 $ 667,807 Rents, purchased transportation, and other costs of services 216,237 200,948 416,108 385,647 Fuel, supplies, and expenses 68,451 69,361 141,113 132,496 Depreciation and amortization (2) 25,209 25,748 50,603 50,899 Other 35,187 27,246 64,141 53,844 Restructuring (3) 363 — 1,994 — $ 695,634 $ 659,973 $ 1,358,975 $ 1,290,693 (1) Certain restatements have been made to the prior year’s operating expense data to conform to the current year presentation, reflecting the realignment of the Company’s corporate structure as previously discussed in this Note. (2) Includes amortization of intangible assets. (3) Restructuring costs relate to the realignment of the Company’s corporate structure.

ORGANIZATION AND DESCRIPTION 30

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Organization) (Details) - segment	Nov. 03, 2013	Jun. 30, 2017
Organization and description of business
Number of reportable operating segments		3
Asset-Based
Organization and description of business
Percentage of the Company's revenues, before other revenues and intercompany eliminations, represented by the Asset-Based segment		71.00%
Wage rate reduction under collective bargaining agreement upon implementation date (as a percent)	7.00%
Wage rate increase for next three years of collective bargaining agreement (as a percent)	2.00%
Wage rate increase in fifth year of collective bargaining agreement (as a percent)	2.50%
Reduction in compensated vacation under collective bargaining agreement	5 days
Approximate initial reduction in combined total contractual wage and benefit rate under collective bargaining agreement (as a percent)	4.00%
Estimated increase in compounded annual contractual wage and benefit contribution rates in second through fifth years (as a percent)		2.50%
Asset-Based | Unionized employees concentration risk | Number of employees
Organization and description of business
Percentage of Asset-Based segment employees covered under collective bargaining agreement with the IBT		83.00%

ORGANIZATION AND DESCRIPTION 31

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Acquisitions) (Details) - LDS - ArcBest $ in Millions	Sep. 02, 2016USD ($)
Acquisitions
Total consideration	$ 25
Cash consideration	17
Contingent consideration	$ 8
Contingent consideration period	2 years

ORGANIZATION AND DESCRIPTION 32

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Adopted Pronouncements) (Details) $ in Millions	Jan. 01, 2017USD ($)
ASC Topic 718, Compensation – Stock Compensation | Retained Earnings
Cumulative effect adjustment to the opening balance of retained earnings	$ 0.2

ORGANIZATION AND DESCRIPTION 33

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Reclassifications) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Other accounts receivable	$ 19,052	$ 22,041
Accrued expenses	200,052	198,731
Leasehold improvements	9,008	8,758
Land and structures	338,228	324,086
Other assets	65,389	66,095
Other liabilities	$ 15,185	16,790
Reclassification adjustment
Other accounts receivable		8,700
Accrued expenses		8,700
Leasehold improvements		(18,600)
Land and structures		$ 18,600

ORGANIZATION AND DESCRIPTION 34

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Share-Based Compensation) (Details) - Restricted Stock Units	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-Based Compensation
Vesting period	5 years
Nonemployee director
Share-Based Compensation
Vesting period	1 year	1 year	3 years

FINANCIAL INSTRUMENTS AND FAI35

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Cash, Investments and Restricted Funds) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair value disclosure
Cash and cash equivalents	$ 102,569	$ 114,280
Short-term investments	54,148	56,838
Restricted cash		962
Concentrations of Credit Risk of Financial Instruments
Cash and cash equivalents which are not FDIC-insured	46,000	39,900
Cash deposits
Fair value disclosure
Cash and cash equivalents	64,143	92,520
Restricted cash		962
Variable rate demand notes
Fair value disclosure
Cash and cash equivalents	13,212	16,057
Money market funds
Fair value disclosure
Cash and cash equivalents	25,214	5,703
Certificates of deposit
Fair value disclosure
Short-term investments	$ 54,148	$ 56,838

FINANCIAL INSTRUMENTS AND FAI36

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Debt) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Carrying Value
Fair value disclosure
Debt obligations	$ 256,741	$ 243,032
Fair Value
Fair value disclosure
Debt obligations	256,405	242,503
Level 2 | Credit Facility | Carrying Value
Fair value disclosure
Debt obligations	70,000	70,000
Level 2 | Credit Facility | Fair Value
Fair value disclosure
Debt obligations	70,000	70,000
Level 2 | Accounts receivable securitization program | Carrying Value
Fair value disclosure
Debt obligations	45,000	35,000
Level 2 | Accounts receivable securitization program | Fair Value
Fair value disclosure
Debt obligations	45,000	35,000
Level 2 | Notes payable | Carrying Value
Fair value disclosure
Debt obligations	141,741	138,032
Level 2 | Notes payable | Fair Value
Fair value disclosure
Debt obligations	$ 141,405	$ 137,503

FINANCIAL INSTRUMENTS AND FAI37

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities) (Details) - Recurring basis - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Assets:
Assets	$ 27,492	$ 7,923
Liabilities:
Liabilities	7,132	7,317
Cash and cash equivalents
Assets:
Money market funds	25,214	5,703
Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	2,122	2,220
Interest rate swap	156
Accrued and other long term liabilities
Liabilities:
Contingent consideration	6,790	6,775
Other long-term liabilities
Liabilities:
Interest rate swap	342	542
Level 1
Assets:
Assets	27,336	7,923
Level 1 | Cash and cash equivalents
Assets:
Money market funds	25,214	5,703
Level 1 | Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	2,122	2,220
Level 2
Assets:
Assets	156
Liabilities:
Liabilities	342	542
Level 2 | Other long-term assets
Assets:
Interest rate swap	156
Level 2 | Other long-term liabilities
Liabilities:
Interest rate swap	342	542
Level 3
Liabilities:
Liabilities	$ 6,790	$ 6,775
Level 3 | LDS
Liabilities:
Discount rate (as a percent)	11.90%	12.30%
Level 3 | Accrued and other long term liabilities
Liabilities:
Contingent consideration	$ 6,790	$ 6,775

FINANCIAL INSTRUMENTS AND FAI38

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (FV - Level 3) (Details) - Contingent Consideration $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value of liabilities level 3 hierarchy
Balance beginning of period	$ 6,775
Change in fair value included in operating expenses	15
Balance at end of period	$ 6,790

GOODWILL AND INTANGIBLE ASSET39

GOODWILL AND INTANGIBLE ASSETS (Goodwill) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Goodwill by reportable operating segment
Balance at the beginning of the period	$ 108,875
Purchase accounting adjustments	106
Balance at the end of the period	108,981
ArcBest
Goodwill by reportable operating segment
Balance at the beginning of the period	108,245
Purchase accounting adjustments	106
Balance at the end of the period	108,351
FleetNet
Goodwill by reportable operating segment
Balance at the beginning of the period	630
Balance at the end of the period	$ 630

GOODWILL AND INTANGIBLE ASSET40

GOODWILL AND INTANGIBLE ASSETS (Intangible) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Finite-lived intangible assets
Weighted Average Amortization Period	13 years
Cost	$ 64,663	$ 64,663
Accumulated Amortization	21,226	18,956
Net Value	43,437	45,707
Indefinite-lived intangible assets
Net Value	34,800	34,800
Total intangible assets
Cost	99,463	99,463
Net Value	78,237	80,507
Trade name
Indefinite-lived intangible assets
Net Value	32,300	32,300
Other
Indefinite-lived intangible assets
Net Value	$ 2,500	2,500
Customer relationships
Finite-lived intangible assets
Weighted Average Amortization Period	14 years
Cost	$ 60,431	60,431
Accumulated Amortization	17,548	15,350
Net Value	42,883	45,081
Customer relationships | LDS
Finite-lived intangible assets
Cost	$ 7,700
Driver network
Finite-lived intangible assets
Weighted Average Amortization Period	3 years
Cost	$ 3,200	3,200
Accumulated Amortization	$ 3,200	3,200
Other
Finite-lived intangible assets
Weighted Average Amortization Period	9 years
Cost	$ 1,032	1,032
Accumulated Amortization	478	406
Net Value	$ 554	$ 626

GOODWILL AND INTANGIBLE ASSET41

GOODWILL AND INTANGIBLE ASSETS (Amortization) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Future amortization for intangible assets and acquired software
2,017	$ 3,328
2,018	6,641
2,019	5,464
2,020	4,471
2,021	4,418
Thereafter	23,301
Total amortization	47,623
Future amortization for intangible assets
2,017	2,268
2,018	4,520
2,019	4,482
2,020	4,454
2,021	4,412
Thereafter	23,301
Net Value	43,437	$ 45,707
Future amortization for acquired software
2,017	1,060
2,018	2,121
2,019	982
2,020	17
2,021	6
Total amortization, Acquired software	$ 4,186

INCOME TAXES (Tax rate) (Detail

INCOME TAXES (Tax rate) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
INCOME TAXES
Statutory federal tax rate (as a percent)			35.00%
State tax, low end of range of rate (as a percent)			6.00%
State tax, high end of range of rate (as a percent)			6.50%
Effective tax (benefit) rate (as a percent)	34.60%	37.50%	27.10%	37.80%
Alternative fuel tax credit (as a percent)		1.90%		8.60%

INCOME TAXES (New Accounting Pr

INCOME TAXES (New Accounting Pronouncements) (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
ASC Topic 718, Compensation – Stock Compensation
New Accounting Pronouncements
Tax benefit as a result of applying provisions of new accounting policy	4.80%	10.80%

INCOME TAXES (Taxes Paid) (Deta

INCOME TAXES (Taxes Paid) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
INCOME TAXES
Income taxes paid (in dollars)	$ 0.4	$ 2.2
Income tax refunds received (in dollars)	$ 0.1	$ 10.8

LONG-TERM DEBT AND FINANCING 45

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Summary) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Long-term debt obligations
Long-term debt	$ 257,318	$ 243,673
Less current portion	62,588	64,143
Long-term debt, less current portion	194,730	179,530
Payments under long-term debt obligations
Due in one year or less	68,166
Due after one year through two years	45,379
Due after two years through three years	135,177
Due after three years through four years	13,459
Due after four years through five years	9,160
Due after five years	257
Total payments	271,598
Less amounts representing interest	14,280
Long-term debt	257,318	243,673
Credit Facility
Long-term debt obligations
Long-term debt	$ 70,000	70,000
Interest rate (as a percent)	2.70%
Payments under long-term debt obligations
Due in one year or less	$ 2,026
Due after one year through two years	2,251
Due after two years through three years	71,199
Total payments	75,476
Less amounts representing interest	5,476
Long-term debt	70,000	70,000
Credit Facility | Interest rate swap agreement
Long-term debt obligations
Amount of borrowings covered by the interest rate swap	$ 50,000
Effective fixed interest rate on hedged borrowings (as a percent)	3.35%
Accounts receivable securitization program
Long-term debt obligations
Long-term debt	$ 45,000	35,000
Interest rate (as a percent)	2.00%
Payments under long-term debt obligations
Due in one year or less	$ 1,029
Due after one year through two years	1,173
Due after two years through three years	45,948
Total payments	48,150
Less amounts representing interest	3,150
Long-term debt	45,000	35,000
Notes payable
Long-term debt obligations
Long-term debt	$ 141,741	138,032
Weighted-average interest rate (as a percent)	2.40%
Payments under long-term debt obligations
Due in one year or less	$ 64,880
Due after one year through two years	41,718
Due after two years through three years	17,887
Due after three years through four years	13,452
Due after four years through five years	9,155
Due after five years	257
Total payments	147,349
Less amounts representing interest	5,608
Long-term debt	141,741	138,032
Capital lease obligations
Long-term debt obligations
Long-term debt	$ 577	641
Weighted-average interest rate (as a percent)	5.70%
Payments under long-term debt obligations
Due in one year or less	$ 231
Due after one year through two years	237
Due after two years through three years	143
Due after three years through four years	7
Due after four years through five years	5
Total payments	623
Less amounts representing interest	46
Long-term debt	$ 577	$ 641

LONG-TERM DEBT AND FINANCING 46

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Assets Sec) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Arrangements
Total assets securing notes payable or held under capital leases	$ 260,732	$ 222,367
Less accumulated depreciation and amortization	83,554	61,643
Net assets securing notes payable or held under capital leases	177,178	160,724
Revenue equipment
Financing Arrangements
Total assets securing notes payable or held under capital leases	258,412	220,566
Land and structures (service centers)
Financing Arrangements
Total assets securing notes payable or held under capital leases	1,794	1,794
Software
Financing Arrangements
Total assets securing notes payable or held under capital leases	486
Service, office, and other equipment
Financing Arrangements
Total assets securing notes payable or held under capital leases	$ 40	$ 7

LONG-TERM DEBT AND FINANCING 47

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Credit Facility) (Details) - USD ($) $ in Millions	Jul. 31, 2017	Jun. 30, 2017
Credit Facility
Financing Arrangements
Maximum borrowing capacity		$ 150
Additional borrowing capacity that may be requested		75
Credit Facility | Subsequent Event
Financing Arrangements
Maximum borrowing capacity	$ 200
Additional borrowing capacity that may be requested	100
Letters of Credit, Sub-Facility
Financing Arrangements
Maximum borrowing capacity		$ 20
Letters of Credit, Sub-Facility | Subsequent Event
Financing Arrangements
Maximum borrowing capacity	$ 20

LONG-TERM DEBT AND FINANCING 48

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Interest rate swap) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Interest rate swap agreement
Financing Arrangements
Notional amount	$ 50
Fixed interest rate payments (as a percent)	1.85%
Interest rate swap agreement | Other long-term liabilities
Financing Arrangements
Fair value, liability	$ 0.3	$ 0.5
Interest rate swap agreement | Credit Facility
Financing Arrangements
Amount of borrowings covered by the interest rate swap	$ 50
Effective fixed interest rate on hedged borrowings (as a percent)	3.35%
Forward-starting interest rate swap agreement
Financing Arrangements
Notional amount	$ 50
Fixed interest rate payments (as a percent)	1.99%
Forward-starting interest rate swap agreement | Other long-term assets
Financing Arrangements
Fair value, asset	$ 0.2
Forward-starting interest rate swap agreement | Credit Facility
Financing Arrangements
Amount of borrowings covered by the interest rate swap	$ 50
Effective fixed interest rate on hedged borrowings (as a percent)	3.49%

LONG-TERM DEBT AND FINANCING 49

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Securitization program) (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Apr. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Financing Arrangements
Borrowings under accounts receivable securitization program		$ 10,000
Accounts receivable securitization program
Financing Arrangements
Maximum borrowing capacity			$ 125,000	$ 100,000
Additional borrowing capacity that may be requested			$ 25,000
Borrowings under accounts receivable securitization program	$ 10,000
Amount outstanding		45,000
Outstanding letters of credit		19,000
Remaining borrowing capacity		$ 61,000

LONG-TERM DEBT AND FINANCING 50

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Leterrs of credit & Surety bonds (Details) $ in Millions	Jun. 30, 2017USD ($)
Accounts receivable securitization program
Financing Arrangements
Outstanding letters of credit	$ 19
Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit	19.6
Surety bonds
Financing Arrangements
Outstanding surety bonds under uncollateralized bond programs	$ 59.4

LONG-TERM DEBT AND FINANCING 51

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Notes payable & Capital leases) (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Revenue equipment and software | Notes payable
Financing Arrangements
Equipment financed during the period under notes payable	$ 37.9	$ 38.6

PENSION AND OTHER POSTRETIREM52

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Components of cost) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Components of net periodic benefit cost
Pension settlement expense	$ 700	$ 600	$ 2,701	$ 1,464
Nonunion Defined Benefit Pension Plan
Components of net periodic benefit cost
Interest cost	1,149	1,158	2,389	2,463
Expected return on plan assets	(2,054)	(2,158)	(4,221)	(4,104)
Pension settlement expense	744	564	2,701	1,464
Amortization of net actuarial loss	757	1,061	1,643	2,017
Net periodic benefit cost	596	625	2,512	1,840
Supplemental Benefit Plan
Components of net periodic benefit cost
Interest cost	25	33	51	65
Amortization of net actuarial loss	21	38	41	76
Net periodic benefit cost	46	71	92	141
Postretirement Health Benefit Plan
Components of net periodic benefit cost
Service cost	122	107	244	214
Interest cost	265	255	530	509
Amortization of prior service credit	(48)	(48)	(95)	(95)
Amortization of net actuarial loss	174	176	347	352
Net periodic benefit cost	$ 513	$ 490	$ 1,026	$ 980

PENSION AND OTHER POSTRETIREM53

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Nonunion) (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2017USD ($)	Mar. 31, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)person	Jun. 30, 2016USD ($)
Pension and other postretirement benefit plans
Pension settlement expense, pre-tax	$ 700		$ 600	$ 2,701	$ 1,464
Pension settlement expense, net of tax	454		345	$ 1,650	895
Nonunion Defined Benefit Pension Plan
Pension and other postretirement benefit plans
Number of plan participants for which vested pension benefits were settled | person				50
Pension settlement expense, pre-tax	744		564	$ 2,701	1,464
Pension settlement expense, net of tax	500		300	1,700	900
Lump-sum distributions	$ 4,900		$ 2,700	$ 9,700	$ 7,200
Premium paid to purchase nonparticipating annuity contract		$ 7,600

PENSION AND OTHER POSTRETIREM54

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Funded status) (Details) - Nonunion Defined Benefit Pension Plan - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jan. 01, 2017
Change in benefit obligations
Benefit obligations at beginning of period			$ 152,006
Interest cost	$ 1,149	$ 1,158	2,389	$ 2,463
Actuarial loss			4,929
Benefits paid			(17,461)
Benefit obligations at end of period	141,863		141,863
Change in plan assets
Fair value of plan assets at beginning of period			144,805
Actual return on plan assets			6,582
Benefits paid			(17,461)
Fair value of plan assets at end of period	133,926		133,926
Funded status	(7,937)		(7,937)
Accumulated benefit obligation	$ 141,863		$ 141,863
Adjusted funding target attainment percentage					107.80%

PENSION AND OTHER POSTRETIREM55

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Multiemployer Plans) (Details) - Multiemployer pension plans - Asset-Based - plan	6 Months Ended
	Jun. 30, 2017	Jan. 01, 2017
Multiemployer Plans
Number of multiemployer plans to which ABF Freight currently contributes	25
Maximum projected time to insolvency for plans in "critical and declining" status	14 years
Maximum projected time to insolvency for plans in "critical and declining" status if additional criteria apply	19 years
Threshold ratio of inactive to active participants for greater insolvency period to determine "critical and declining" status	2
Threshold funded percentage for greater insolvency period to determine "critical and declining" status	80.00%
Central States Pension Plan
Multiemployer Plans
Approximate proportion of multiemployer pension plan contributions (as a percent)	50.00%
Actuarially certified projected funded percentage of multiemployer pension plan		40.00%
707 Pension Fund
Multiemployer Plans
Approximate proportion of multiemployer pension plan contributions (as a percent)	1.00%

STOCKHOLDERS' EQUITY (AOCI) (De

STOCKHOLDERS' EQUITY (AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Accumulated Other Comprehensive Loss
Total after-tax amount	$ 602,080		$ 602,080		$ 599,055
Impact on unrecognized net actuarial loss
Change in the unrecognized net actuarial loss, after tax	(98)	$ (1,931)	(1,569)	$ (5,435)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss
Total pre-tax amount	(29,562)		(29,562)		(31,840)
Total after-tax amount	(22,026)	(30,843)	(22,026)	(30,843)	(23,417)	$ (27,496)
Unrecognized Net Periodic Benefit Costs
Accumulated Other Comprehensive Loss
Total pre-tax amount	(27,251)		(27,251)		(29,320)
Total after-tax amount	(20,622)	(28,601)	(20,622)	(28,601)	(21,886)	(25,497)
Interest Rate Swap
Accumulated Other Comprehensive Loss
Total pre-tax amount	(186)		(186)		(542)
Total after-tax amount	(113)	(1,237)	(113)	(1,237)	(329)	(545)
Foreign Currency Translation
Accumulated Other Comprehensive Loss
Total pre-tax amount	(2,125)		(2,125)		(1,978)
Total after-tax amount	$ (1,291)	$ (1,005)	$ (1,291)	$ (1,005)	$ (1,202)	$ (1,454)

STOCKHOLDERS' EQUITY (AOCI comp

STOCKHOLDERS' EQUITY (AOCI comp) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			$ 599,055
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	$ 781	$ (1,116)	1,391	$ (3,347)
Balances	602,080		602,080
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(23,417)	(27,496)
Other comprehensive income (loss) before reclassifications			(1,442)	(5,678)
Amounts reclassified from accumulated other comprehensive loss			2,833	2,331
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			1,391	(3,347)
Balances	(22,026)	(30,843)	(22,026)	(30,843)
Unrecognized Net Periodic Benefit Costs
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(21,886)	(25,497)
Other comprehensive income (loss) before reclassifications			(1,569)	(5,435)
Amounts reclassified from accumulated other comprehensive loss			2,833	2,331
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			1,264	(3,104)
Balances	(20,622)	(28,601)	(20,622)	(28,601)
Interest Rate Swap
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(329)	(545)
Other comprehensive income (loss) before reclassifications			216	(692)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			216	(692)
Balances	(113)	(1,237)	(113)	(1,237)
Foreign Currency Translation
Changes in accumulated other comprehensive loss, net of tax, by component
Balances			(1,202)	(1,454)
Other comprehensive income (loss) before reclassifications			(89)	449
OTHER COMPREHENSIVE INCOME (LOSS), net of tax			(89)	449
Balances	$ (1,291)	$ (1,005)	$ (1,291)	$ (1,005)

STOCKHOLDERS' EQUITY (Reclass)

STOCKHOLDERS' EQUITY (Reclass) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Unrecognized Net Periodic Benefit Costs
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (4,637)	$ (3,814)
Tax benefit	1,804	1,483
Total, net of tax	(2,833)	(2,331)
Amortization of net actuarial loss
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	(2,031)	(2,445)
Amortization of prior service credit
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	95	95
Pension settlement expense
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (2,701)	$ (1,464)

STOCKHOLDERS' EQUITY (Dividends

STOCKHOLDERS' EQUITY (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 25, 2017	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2017	Jun. 30, 2016
Dividends on Common Stock
Dividends declared (in dollars per share)		$ 0.08	$ 0.08	$ 0.08	$ 0.08	$ 0.16	$ 0.16
Dividend Amount		$ 2,078	$ 2,066	$ 2,087	$ 2,088	$ 4,144
Subsequent Event
Dividends on Common Stock
Dividends declared (in dollars per share)	$ 0.08

STOCKHOLDERS' EQUITY (Treasury

STOCKHOLDERS' EQUITY (Treasury Stock) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Treasury Stock
Aggregate cost of shares repurchased during the period	$ 3,611	$ 5,116
Stock Repurchase Program
Treasury Stock
Amount available for repurchase	$ 34,100		$ 37,700
Number of shares repurchased during the period	194,520
Aggregate cost of shares repurchased during the period	$ 3,600

SHARE-BASED COMPENSATION (Detai

SHARE-BASED COMPENSATION (Details)	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Share-based compensation
Number of shares authorized	3,100,000
Restricted Stock Units
Award activity
Outstanding at the beginning of the period (in shares)	1,477,537
Granted (in shares)	501,750
Vested (in shares)	(373,138)
Forfeited (in shares)	(42,509)
Outstanding at the end of the period (in shares)	1,563,640
Weighted-Average Grant Date Fair Value
Granted (in dollars per share) | $ / shares	$ 16.35

EARNINGS PER SHARE (Basic and D

EARNINGS PER SHARE (Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basic, numerator:
Net income	$ 15,777	$ 10,231	$ 8,370	$ 4,128
Effect of unvested restricted stock unit awards	(65)	(81)	(50)	(38)
Adjusted net income	$ 15,712	$ 10,150	$ 8,320	$ 4,090
Basic, denominator:
Weighted-average shares	25,767,791	25,791,026	25,726,363	25,806,774
Earnings per common share (in dollars per share)	$ 0.61	$ 0.39	$ 0.32	$ 0.16
Diluted, numerator:
Net income	$ 15,777	$ 10,231	$ 8,370	$ 4,128
Effect of unvested restricted stock unit awards	(64)	(80)	(50)	(38)
Adjusted net income	$ 15,713	$ 10,151	$ 8,320	$ 4,090
Diluted, denominator:
Weighted-average shares	25,767,791	25,791,026	25,726,363	25,806,774
Effect of dilutive securities	523,850	455,842	652,073	488,909
Adjusted weighted-average shares and assumed conversions	26,291,641	26,246,868	26,378,436	26,295,683
Earnings per common share (in dollars per share)	$ 0.60	$ 0.39	$ 0.32	$ 0.16

EARNINGS PER SHARE (AntiDil) (D

EARNINGS PER SHARE (AntiDil) (Details) - Stock awards - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Mar. 31, 2016	Jun. 30, 2017	Jun. 30, 2016
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings (loss) per share (in shares)		0.4		0.4
Maximum
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings (loss) per share (in shares)	0.1		0.1

OPERATING SEGMENT DATA - (Rev a

OPERATING SEGMENT DATA - (Rev and Expenses) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
REVENUES
Revenues	$ 720,368	$ 676,627	$ 1,371,456	$ 1,298,082
OPERATING EXPENSES
Salaries, wages, and benefits	350,187	336,670	685,016	667,807
Fuel, supplies, and expenses	68,451	69,361	141,113	132,496
Depreciation and amortization	25,209	25,748	50,603	50,899
(Gain) loss on sale of property and equipment			(412)	(2,486)
Pension settlement expense	700	600	2,701	1,464
Other	35,187	27,246	64,141	53,844
Restructuring costs	363		1,994
Total consolidated operating expenses	695,634	659,973	1,358,975	1,290,693
OPERATING INCOME
OPERATING INCOME	24,734	16,654	12,481	7,389
OTHER INCOME (COSTS)
Interest and dividend income	285	387	559	788
Interest and other related financing costs	(1,389)	(1,231)	(2,704)	(2,478)
Other, net	505	571	1,152	937
TOTAL OTHER COSTS	(599)	(273)	(993)	(753)
INCOME BEFORE INCOME TAXES	24,135	16,381	11,488	6,636
Operating Segments | Asset-Based
REVENUES
Revenues	514,537	486,251	978,893	925,314
OPERATING EXPENSES
Salaries, wages, and benefits	314,252	303,214	619,095	599,376
Fuel, supplies, and expenses	75,878	72,279	151,310	138,968
Operating taxes and licenses	12,252	12,154	24,121	24,134
Insurance	7,540	7,660	14,649	14,126
Communications and utilities	4,535	4,279	9,357	8,651
Depreciation and amortization	21,324	20,911	42,307	41,303
Rents and purchased transportation	53,346	47,800	99,954	87,496
(Gain) loss on sale of property and equipment	25	(2,197)	(592)	(2,369)
Pension settlement expense	533	424	1,934	1,101
Other	2,658	2,355	4,449	4,155
Restructuring costs	33		173
Total consolidated operating expenses	492,376	468,879	966,757	916,941
OPERATING INCOME
OPERATING INCOME	22,161	17,372	12,136	8,373
Operating Segments | ArcBest
REVENUES
Revenues	175,929	154,347	328,805	296,744
OPERATING EXPENSES
Purchased transportation	139,354	121,502	261,273	233,333
Salaries, wages, and benefits	16,762	17,668	33,298	36,249
Supplies and expenses	6,769	4,641	12,055	9,059
Depreciation and amortization	3,337	3,475	6,703	6,940
Other	3,828	4,888	7,886	8,982
Restructuring costs	65		875
Total consolidated operating expenses	170,115	152,174	322,090	294,563
OPERATING INCOME
OPERATING INCOME	5,814	2,173	6,715	2,181
Operating Segments | FleetNet
REVENUES
Revenues	36,501	41,780	76,739	85,344
OPERATING EXPENSES
Total consolidated operating expenses	35,771	41,184	75,035	83,764
OPERATING INCOME
OPERATING INCOME	730	596	1,704	1,580
Other and eliminations
REVENUES
Revenues	(6,599)	(5,751)	(12,981)	(9,320)
OPERATING EXPENSES
Restructuring costs	300		900
Total consolidated operating expenses	(2,628)	(2,264)	(4,907)	(4,575)
OPERATING INCOME
OPERATING INCOME	$ (3,971)	$ (3,487)	$ (8,074)	$ (4,745)

OPERATING SEGMENT DATA - (Opera

OPERATING SEGMENT DATA - (Operating Expenses) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
OPERATING EXPENSES
Salaries, wages, and benefits	$ 350,187	$ 336,670	$ 685,016	$ 667,807
Rents, purchased transportation, and other costs of services	216,237	200,948	416,108	385,647
Fuel, supplies, and expenses	68,451	69,361	141,113	132,496
Depreciation and amortization	25,209	25,748	50,603	50,899
Other	35,187	27,246	64,141	53,844
Restructuring costs	363		1,994
Total consolidated operating expenses	$ 695,634	$ 659,973	$ 1,358,975	$ 1,290,693

RESTRUCTURING CHARGES (Details)

RESTRUCTURING CHARGES (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2017USD ($)
RESTRUCTURING CHARGES
Restructuring charges	$ 363	$ 1,994
Expected restructuring charges during remainder of 2017	$ 1,000	$ 1,000

LEGAL PROCEEDINGS, ENVIRONMEN67

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Environmental Matters) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017USD ($)tankstate	Dec. 31, 2016USD ($)
Underground fuel storage tanks
Environmental Matters
Number of underground tanks where the company's subsidiaries store fuel for use in tractors and trucks | tank	62
Number of states in which underground tanks are located | state	18
Environmental cleanup costs | Accrued expenses
Environmental Matters
Reserve for environmental contingencies | $	$ 0.5	$ 0.5