ArcBest (ARCB) 10-Q 9 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 03, 2019
Document and Entity Information
Entity Registrant Name	ARCBEST CORP /DE/
Entity Central Index Key	0000894405
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		25,513,294

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 138,399	$ 190,186
Short-term investments	116,225	106,806
Accounts receivable, less allowances (2019 – $6,655; 2018 – $7,380)	294,853	297,051
Other accounts receivable, less allowances (2019 – $456; 2018 – $806)	16,925	19,146
Prepaid expenses	31,064	25,304
Prepaid and refundable income taxes	4,610	1,726
Other	4,466	9,007
TOTAL CURRENT ASSETS	606,542	649,226
PROPERTY, PLANT AND EQUIPMENT
Land and structures	340,764	339,640
Revenue equipment	856,370	858,251
Service, office, and other equipment	206,959	199,230
Software	142,062	138,517
Leasehold improvements	9,766	9,365
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS	1,555,921	1,545,003
Less allowances for depreciation and amortization	932,945	913,815
PROPERTY, PLANT AND EQUIPMENT, net	622,976	631,188
GOODWILL	108,320	108,320
INTANGIBLE ASSETS, net	67,820	68,949
OPERATING RIGHT OF USE ASSETS	68,737
DEFERRED INCOME TAXES	6,905	7,468
OTHER LONG-TERM ASSETS	78,357	74,080
TOTAL ASSETS	1,559,657	1,539,231
CURRENT LIABILITIES
Accounts payable	145,590	143,785
Income taxes payable	241	1,688
Accrued expenses	211,533	243,111
Current portion of long-term debt	48,809	54,075
Current portion of operating lease liabilities	17,678
Current portion of pension and postretirement liabilities	7,984	8,659
TOTAL CURRENT LIABILITIES	431,835	451,318
LONG-TERM DEBT, less current portion	227,649	237,600
OPERATING LEASE LIABILITIES, less current portion	54,444
PENSION AND POSTRETIREMENT LIABILITIES, less current portion	31,695	31,504
OTHER LONG-TERM LIABILITIES	36,406	44,686
DEFERRED INCOME TAXES	55,873	56,441
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2019: 28,685,313 shares, 2018: 28,684,779 shares	287	287
Additional paid-in capital	327,762	325,712
Retained earnings	504,225	501,389
Treasury stock, at cost, 2019: 3,172,019 shares; 2018: 3,097,634 shares	(98,131)	(95,468)
Accumulated other comprehensive loss	(12,388)	(14,238)
TOTAL STOCKHOLDERS' EQUITY	721,755	717,682
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,559,657	$ 1,539,231

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowances (in dollars)	$ 6,655	$ 7,380
Other accounts receivable, allowances (in dollars)	$ 456	$ 806
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	28,685,313	28,684,779
Treasury stock, at cost, shares	3,172,019	3,097,634

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 711,839	$ 700,001
OPERATING EXPENSES	703,248	687,276
OPERATING INCOME	8,591	12,725
OTHER INCOME (COSTS)
Interest and dividend income	1,478	526
Interest and other related financing costs	(2,882)	(2,059)
Other, net	(591)	(2,201)
TOTAL OTHER INCOME (COSTS)	(1,995)	(3,734)
INCOME BEFORE INCOME TAXES	6,596	8,991
INCOME TAX PROVISION (BENEFIT)	1,708	(963)
NET INCOME	$ 4,888	$ 9,954
EARNINGS PER COMMON SHARE
Basic (in dollars per share)	$ 0.19	$ 0.39
Diluted (in dollars per share)	$ 0.18	$ 0.37
AVERAGE COMMON SHARES OUTSTANDING
Basic (in shares)	25,570,415	25,642,871
Diluted (in shares)	26,512,349	26,596,376
CASH DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share)	$ 0.08	$ 0.08

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NET INCOME	$ 4,888	$ 9,954
Pension and other postretirement benefit plans:
Net actuarial loss, net of tax of: (2019 – $230; 2018 – $899)	661	2,590
Pension settlement expense, net of tax of: (2019 – $349; 2018 – $168)	1,007	486
Amortization of unrecognized net periodic benefit costs, net of tax of: (2019 – $100; 2018 – $219)
Net actuarial loss	295	649
Prior service credit	(6)	(17)
Interest rate swap and foreign currency translation:
Change in unrealized income (loss) on interest rate swap, net of tax of: (2019 – $118)	(332)
Change in unrealized income (loss) on interest rate swap, net of tax of: (2018 – $219)		436
Change in foreign currency translation, net of tax of: (2019 – $79; 2018 – $223)	225	(72)
OTHER COMPREHENSIVE INCOME, net of tax	1,850	4,072
TOTAL COMPREHENSIVE INCOME	$ 6,738	$ 14,026

CONSOLIDATED STATEMENTS OF CO_2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net actuarial loss, tax expense (benefit)	$ 230	$ 899
Pension settlement expense, tax	349	168
Amortization of unrecognized net periodic benefit costs, tax	100	219
Change in unrealized income (loss) on interest rate swap, tax (benefit)	(118)
Change in unrealized income (loss) on interest rate swap, tax expense		219
Change in foreign currency translation, tax expense (benefit)	$ 79	$ (223)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Total
Increase (Decrease) in Stockholders' Equity
Adjustments to beginning retained earnings for adoption of accounting standards			$ 3,992		$ (3,576)	$ 416
Adjusted Balances	$ 285	$ 319,436	442,371	$ (86,064)	(24,150)	651,878
Balances at Dec. 31, 2017	$ 285	319,436	438,379	$ (86,064)	(20,574)	651,462
Balances (in shares) at Dec. 31, 2017	28,496			2,852
Increase (Decrease) in Stockholders' Equity
Net income			9,954			9,954
Other comprehensive income, net of tax					4,072	4,072
Issuance of common stock under share-based compensation plans (in shares)	3
Tax effect of share-based compensation plans		(41)				(41)
Share-based compensation expense		1,870				1,870
Purchase of treasury stock				$ (201)		(201)
Purchase of treasury stock (in shares)				5
Dividends declared on common stock			(2,058)			(2,058)
Balances at Mar. 31, 2018	$ 285	321,265	450,267	$ (86,265)	(20,078)	665,474
Balances (in shares) at Mar. 31, 2018	28,499			2,857
Balances at Dec. 31, 2018	$ 287	325,712	501,389	$ (95,468)	(14,238)	717,682
Balances (in shares) at Dec. 31, 2018	28,685			3,098
Increase (Decrease) in Stockholders' Equity
Net income			4,888			4,888
Other comprehensive income, net of tax					1,850	1,850
Tax effect of share-based compensation plans		(8)				(8)
Share-based compensation expense		2,058				2,058
Purchase of treasury stock				$ (2,663)		(2,663)
Purchase of treasury stock (in shares)				74
Dividends declared on common stock			(2,052)			(2,052)
Balances at Mar. 31, 2019	$ 287	$ 327,762	$ 504,225	$ (98,131)	$ (12,388)	$ 721,755
Balances (in shares) at Mar. 31, 2019	28,685			3,172

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING ACTIVITIES
Net income	$ 4,888	$ 9,954
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	25,409	25,352
Amortization of intangibles	1,128	1,134
Pension settlement expense	1,356	654
Share-based compensation expense	2,058	1,870
Provision for losses on accounts receivable	112	445
Deferred income tax benefit	(584)	(2,749)
Gain on sale of property and equipment	(43)	(221)
Changes in operating assets and liabilities:
Receivables	3,931	(10,260)
Prepaid expenses	(5,760)	(2,587)
Other assets	4,589	2,732
Income taxes	(4,313)	1,938
Multiemployer pension fund withdrawal liability	(143)
Accounts payable, accrued expenses, and other liabilities	(35,999)	3,513
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(3,371)	31,775
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of financings	(15,543)	(7,177)
Proceeds from sale of property and equipment	1,039	1,050
Purchases of short-term investments	(13,790)	(4,410)
Proceeds from sale of short-term investments	4,998	6,245
Capitalization of internally developed software	(2,656)	(2,164)
NET CASH USED IN INVESTING ACTIVITIES	(25,952)	(6,456)
FINANCING ACTIVITIES
Payments on long-term debt	(15,217)	(16,558)
Net change in book overdrafts	(2,524)	(2,572)
Payment of common stock dividends	(2,052)	(2,058)
Purchases of treasury stock	(2,663)	(201)
Payments for tax withheld on share-based compensation	(8)	(50)
NET CASH USED IN FINANCING ACTIVITIES	(22,464)	(21,439)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(51,787)	3,880
Cash and cash equivalents at beginning of period	190,186	120,772
CASH AND CASH EQUIVALENTS CASH AT END OF PERIOD	138,399	124,652
NONCASH INVESTING ACTIVITIES
Equipment financed		121
Accruals for equipment received	2,878	$ 883
Lease liabilities arising from obtaining right-of-use assets	$ 18,144

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION	3 Months Ended
	Mar. 31, 2019
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 TM (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 69% of the Company’s total revenues before other revenues and intercompany eliminations for the three months ended March 31, 2019. As of March 2019, approximately 82% of the Asset‑Based segment’s employees were covered under a collective bargaining agreement, the ABF National Master Freight Agreement (the “2018 ABF NMFA”), with the International Brotherhood of Teamsters (the “IBT”), which will remain in effect through June 30, 2023. Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2018 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates. Accounting 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 2018 Annual Report on Form 10-K. The following policies have been updated during the three months ended March 31, 2019 for the adoption of accounting standard updated disclosed within this Note. Interest Rate Swap Derivative Instruments : The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. The Company has interest rate swap agreements designated as a cash flow hedges. The effective portion of the gain or loss on the interest rate swap instruments is reported as unrealized gain or loss as a component of accumulated other comprehensive income or loss, net of tax, in stockholders’ equity and the change in the unrealized gain or loss on the interest rate swaps is reported in other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income. The unrealized gain or loss is reclassified out of accumulated other comprehensive loss into income in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Leases: The Company leases, under finance and operating lease arrangements, certain facilities used primarily in the Asset-Based segment service center operations, certain revenue equipment used in the ArcBest segment operations, and certain other office equipment. The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases, (“ASC Topic 842”) effective January 1, 2019. In accordance with ASC Topic 842, right-of-use assets and lease liabilities for operating leases are recorded on the balance sheet and the related lease expense is recorded on a straight-line basis over the lease term in operating expenses. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. For financial reporting purposes, right-of-use assets held under finance leases are amortized over their estimated useful lives on the same basis as owned assets, and leasehold improvements associated with assets utilized under finance or operating leases are amortized by the straight-line method over the shorter of the remaining lease term or the asset’s useful life. Amortization of assets under finance leases is included in depreciation expense. Obligations under the finance lease arrangements are included in long-term debt. The short-term lease exemption was elected under ASC Topic 842 for all classes of assets to include real property, revenue equipment, and service, office, and other equipment. The Company adopted the policy election as a lessee for all classes of assets to account for each lease component and its related non-lease component(s) as a single lease component. In determining the discount rate, the Company uses the rate implicit in the lease if that rate is readily determinable when entering into a lease as a lessee. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate, determined by the price of a fully collateralized loan with similar terms based on current market rates. For contracts entered into on or after the effective date, an assessment is made as to whether the contract is, or contains, a lease at the inception of a contract. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period; and (3) whether the Company has the right to direct the use of the asset. For all operating leases that meet the scope of ASC Topic 842, a right-of-use asset and a lease liability are recognized. The right-of-use asset is measured as the initial amount of the lease liability, plus any initial direct costs incurred, less any prepayments prior to commencement or lease incentives received. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying lease. Lease payments included in the measurement of the lease liability are comprised of the following: (1) the fixed noncancelable lease payments, (2) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (3) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability. Adopted Accounting Pronouncements ASC Topic 842, which was adopted by the Company effective January 1, 2019, requires lessees to recognize right-of-use assets and lease liabilities for operating leases with terms greater than 12 months on the balance sheet. The standard also requires additional qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected the modified retrospective method of applying the transition provisions at the beginning of the period of adoption and, as a result, has not adjusted comparative period financial information and has not included the new lease disclosures for periods before the effective date. Prior period amounts continue to be reported under the Company’s historical accounting in accordance with the previous lease guidance included in ASC Topic 840. The Company has excluded short-term leases from accounting under ASC Topic 842 and has elected the package of practical expedients as permitted under the transition guidance, which allowed the Company to not reassess: (1) whether contracts are, or contain, leases; (2) lease classification; and (3) capitalization of initial direct costs. For contracts entered into on or after the effective date, an assessment is made as to whether the contract is, or contains, a lease at the inception of a contract. Consistent with the package of practical expedients elected, leases entered into prior to January 1, 2019, are accounted for under ASC Topic 840 and were not reassessed. For all classes of assets, the policy election was made to account for each lease component and its related non-lease component(s) as a single lease component. The election to not recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less did not have a material effect on the right-of-use assets and lease liabilities. The majority of the Company’s lease portfolio consists of real property operating leases related to facilities used in the Asset-Based segment service center operations. The lease portfolio also includes operating leases related to certain revenue equipment used in the ArcBest segment operations as well as a small number of office equipment finance leases. Management has recorded the right-of-use assets and associated lease liabilities for operating leases on the consolidated balance sheet as of March 31, 2019 in accordance with ASC Topic 842. Finance leases are not material to the consolidated financial statements. The most significant impact of adopting ASC Topic 842 was the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases of $58.7 million as of January 1, 2019. The accounting for finance leases (formerly referred to as capital leases prior to the adoption of ASC Topic 842) remained substantially unchanged. The expense recognition for operating leases and finance leases under ASC Topic 842 is substantially consistent with ASC Topic 840 and the impact of the new standard is non-cash in nature. As a result, there is no significant impact on the Company’s results of operations or cash flows presented in the Company’s consolidated financial statements. ASC Topic 815, Derivatives and Hedging , which was adopted by the Company on January 1, 2019, was amended to change the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results to simplify hedge accounting treatment and better align an entity’s risk management activities and financial reporting for hedging relationships. The amendment did not have an impact on the consolidated financial statements. Accounting Pronouncements Not Yet Adopted The U.S. Securities and Exchange Commission (the “SEC”) issued Final Rule 33-10618, FAST Act Modernization and Simplification of Regulation S-K , in March 2019 to modernize and simplify certain disclosure requirements in Regulation S-K and the related rules and forms. Effective April 2, 2019, the final rule allows registrants to redact confidential information from most exhibits filed with the SEC without filing a confidential treatment request. Effective May 2, 2019, the final rule requires registrants to include the trading symbol for each class of registered securities on the cover page of certain SEC forms. The final rule also includes certain requirements for eXtensible Business Reporting Language (“XBRL”) reporting and provisions to simplify certain annual disclosure requirements within the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), Risk Factors, and Properties sections of Form 10-K. The XBRL requirements of the final rule for tagging data on the cover page of certain SEC filings and the use of hyperlinks for information that is incorporated by reference and available on EDGAR will become effective for the Company’s second quarter 2019 Quarterly Report on Form 10-Q. The Company will adopt the provisions of the final rule simplifying certain annual disclosure requirements for its 2019 Annual Report on Form 10-K. The final rule is not expected to have a significant impact on the Company’s consolidated financial statement disclosures or filings with the SEC. ASC Subtopic 350-40, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , (“ASC Subtopic 350-40”) was amended by the FASB in August 2018 and is effective for the Company beginning January 1, 2020. The amendments to ASC Subtopic 350-40 clarify the accounting treatment for implementation costs incurred by the customer in a cloud computing software arrangement. The amendments allow implementation costs of cloud computing arrangements to be capitalized using the same method prescribed by ASC Subtopic 350-40, Internal-Use Software . The amendments to ASC Subtopic 350-40 will be adopted on a prospective basis and are not expected to have an impact on the Company’s consolidated financial statements. ASC Topic 820, Fair Value Measurement , was amended to modify the disclosure requirements of fair value measurements, primarily impacting the disclosures for Level 3 fair value measurements. The amendment is effective for the Company beginning January 1, 2020 and is not expected to have a significant impact on the Company’s financial statement disclosures. ASC Topic 326, Financial Instruments – Credit Losses , (“ASC Topic 326”), was amended to improve the measurement of credit losses on financial instruments, including trade accounts receivable. The amendment is effective for the Company beginning January 1, 2020 and is not expected to have a significant impact on the Company’s consolidated financial statements. Management believes 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	3 Months Ended
	Mar. 31, 2019
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS	NOTE B – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Financial Instruments The following table presents the components of cash and cash equivalents and short-term investments: March 31 December 31 2019 2018 (in thousands) Cash and cash equivalents Cash deposits (1) $ 104,896 $ 124,938 Variable rate demand notes (1)(2) 14,973 19,786 Money market funds (3) 18,530 42,470 U.S. Treasury securities (4) — 2,992 Total cash and cash equivalents $ 138,399 $ 190,186 Short-term investments Certificates of deposit (1) $ 83,425 $ 82,949 U.S. Treasury securities (4) 32,800 23,857 Total short-term investments $ 116,225 $ 106,806 (1) Recorded at cost plus accrued interest, which approximates fair value. (2) Amounts may be redeemed on a daily basis with the original issuer. (3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note). (4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities with a maturity date within 90 days of the purchase date are classified as cash equivalents. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year. The Company’s long-term financial instruments are presented in the table of financial assets and liabilities measured at fair value within this Note. Concentrations of Credit Risk of Financial Instruments The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short-term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC-insured accounts and placing its short-term investments primarily in FDIC-insured certificates of deposit. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At March 31, 2019 and December 31, 2018, cash and cash equivalents totaling $65.0 million and $94.7 million, respectively, were neither FDIC insured nor direct obligations of the U.S. government. Fair Value Disclosure of Financial Instruments Fair value disclosures are made in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable: · Level 1 — Quoted prices for identical assets and liabilities in active markets. · Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs (Company’s market assumptions) that are significant to the valuation model. Fair value and carrying value disclosures of financial instruments are presented in the following table: March 31 December 31 2019 2018 (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) 40,000 40,000 40,000 40,000 Notes payable (3) 166,248 167,568 181,409 181,560 $ 276,248 $ 277,568 $ 291,409 $ 291,560 (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 a Recurring Basis The following table presents the assets and liabilities that are measured at fair value on a recurring basis: March 31, 2019 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) $ 18,530 $ 18,530 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,864 2,864 — — Interest rate swaps (3) 351 — 351 — $ 21,745 $ 21,394 $ 351 $ — December 31, 2018 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) $ 42,470 $ 42,470 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,342 2,342 — — Interest rate swaps (3) 801 — 801 — $ 45,613 $ 44,812 $ 801 $ — Liabilities: Contingent consideration (4) $ 4,472 $ — $ — $ 4,472 (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. 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 March 31, 2019 and December 31, 2018 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy. (4) Included in accrued expenses. At December 31, 2018, the fair value of the contingent consideration for an earn-out agreement related to the September 2016 acquisition of LDS represents the final accrued payment and was based on calculations performed for the earn-out period which ended August 31, 2018. In January 2019, final payment of the contingent consideration was released from an escrow account reported in other current assets in the consolidated balance sheets.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2019
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 $107.7 million and $0.6 million reported in the ArcBest and FleetNet segments, respectively, for both March 31, 2019 and December 31, 2018. Intangible assets consisted of the following: March 31, 2019 December 31, 2018 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 14 $ 60,431 $ 25,225 $ 35,206 $ 60,431 $ 24,130 $ 36,301 Other 9 1,032 718 314 1,032 684 348 13 61,463 25,943 35,520 61,463 24,814 36,649 Indefinite-lived intangible assets Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Total intangible assets N/A $ 93,763 $ 25,943 $ 67,820 $ 93,763 $ 24,814 $ 68,949 The future amortization for intangible assets and software acquired through business acquisitions as of March 31, 2019 were as follows: Intangible Acquired Total Assets Software (1) (in thousands) Remainder of 2019 $ 3,804 $ 3,353 $ 451 2020 4,471 4,454 17 2021 4,418 4,412 6 2022 4,385 4,385 — 2023 4,287 4,287 — Thereafter 14,629 14,629 — Total amortization $ 35,994 $ 35,520 $ 474 (1) Acquired software is reported in property, plant and equipment.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2019
INCOME TAXES
INCOME TAXES	NOTE D – INCOME TAXES On December 22, 2017, H.R. 1/Public Law 115-97 which includes tax legislation titled Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. Effective January 1, 2018, the Tax Reform Act reduced the U.S. federal corporate tax rate from 35% to 21%. As a result of the Tax Reform Act, the Company recorded a provisional reduction of net deferred income tax liabilities of approximately $24.5 million at December 31, 2017, pursuant to the provisions of ASC Topic 740, Income Taxes , which requires the impact of tax law changes to be recognized in the period in which the legislation is enacted. An additional provisional reduction of net deferred income tax liabilities of $2.6 million was recognized at March 31, 2018 related to the reversal of temporary differences through the Company’s fiscal tax year end of February 28, 2018. 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 25.9% for the three months ended March 31, 2019, and the effective tax benefit rate was 10.7% for the three months ended March 31, 2018. In addition to the provisional effect on net deferred tax liabilities, the Company recorded a provisional reduction in current income tax expense of $1.3 million and $0.1 million at December 31, 2017 and March 31, 2018, respectively, as a result of the Tax Reform Act, to reflect the Company’s use of a fiscal year rather than a calendar year for U.S. income tax filing. Due to the fact that the Company’s fiscal tax year included the effective date of the rate change under the Tax Reform Act, taxes were required to be calculated by applying a blended rate to the taxable income for the taxable year ended February 28, 2018. The blended rate is calculated based on the ratio of days in the fiscal year prior to and after the effective date of the rate change. In computing total tax expense for the three months ended March 31, 2018, a 32.74% blended federal statutory rate was applied to the two months ended February 28, 2018, and a 21.0% federal statutory rate was applied to the month of March 2018. A federal statutory rate of 21.0% was applied to the three months ended March 31, 2019. The accounting for the income tax effects of the Tax Reform Act was completed as of December 31, 2018, and all amounts recorded were considered final. For the three months ended March 31, 2019, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from state income taxes, nondeductible expenses, and changes in the cash surrender value of life insurance. For the three months ended March 31, 2018, the difference between the Company’s effective tax rate and the federal statutory rate primarily resulted from the $2.6 million provisional reduction of net deferred income tax liabilities, as previously discussed, and the $1.2 million alternative fuel tax credit related to the year ended December 31, 2017 which was recognized in first quarter 2018 due to the February 2018 passage of the Bipartisan Budget Act of 2018 which retroactively reinstated the alternative fuel tax credit that had previously expired on December 31, 2016. The difference between the Company’s effective tax rate and the federal statutory rate for the three months ended March 31, 2018 also resulted from state income taxes, nondeductible expenses, changes in tax valuation allowances, the tax benefit from the vesting of stock awards, and changes in the cash surrender value of life insurance. As of March 31, 2019, 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 March 31, 2019 and concluded that, other than for certain deferred tax assets related to 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, future taxable income, and tax planning strategies. Valuation allowances for deferred tax assets totaled $0.1 million at March 31, 2019 and December 31, 2018. The Company had reserves for uncertain tax positions of $1.0 million at March 31, 2019 and December 31, 2018. In first quarter of 2019, the Company recorded a deferred tax asset of approximately $19.0 million related to operating lease liabilities and recorded a deferred tax liability of approximately $19.0 million related to operating lease right-of-use assets due to the adoption of ASC Topic 842. The Company paid federal, state, and foreign income taxes of $6.6 million during the three months ended March 31, 2019, and paid $1.1 million of foreign and state income taxes during the three months ended March 31, 2018. The Company received refunds of less than $0.1 million of state income taxes and refunds of $1.0 million of federal and state income taxes that were paid in prior years during the three months ended March 31, 2019 and 2018, respectively.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
Leases
Leases	NOTE E – LEASES The Company leases, under finance and operating lease arrangements, certain facilities used primarily in the Asset-Based segment service center operations, certain revenue equipment used in the ArcBest segment operations, and certain other office equipment. Operating leases have remaining terms of less than 10 years, some of which include one or more options to renew, with renewal option terms up to five years, and some of which include options to terminate the leases within the next three years. The right-of-use assets and lease liabilities as of March 31, 2019 do not assume the option to early terminate any of the Company’s leases, and all renewal options that have been exercised or are reasonably certain to be exercised as of March 31, 2019 are included in the right-of-use assets and lease liabilities. Variable lease cost for operating leases consists of subsequent changes in CPI index, rent payments that are based on usage, and other lease related payments subject to change and not considered fixed payments. All fixed lease and non-lease component payments are combined in determining the right-of-use asset and lease liability. The Company has a small number of finance leases recorded in property, plant and equipment and long-term debt related to structures and office equipment that are immaterial to the consolidated financial statements. The components of operating lease expense were as follows: Three Months Ended March 31, 2019 (Unaudited) (in thousands) Operating lease expense $ 5,339 Variable lease expense 839 Sublease income (67) Total operating lease expense $ 6,111 Operating cash flows included in the measurement of lease liabilities $ 5,290 Rental expense for operating leases, excluding expenses related to leases with initial terms of less than one year, totaled approximately $5.0 million, net of sublease income, for the three months ended March 31, 2018. Supplemental balance sheet information related to operating lease liabilities was as follows: March 31, 2019 (in thousands, except lease term and discount rate) Land and Equipment Operating leases Total Structures and Others Operating right-of-use assets (long-term) $ 68,737 $ 66,684 $ 2,053 Operating lease liabilities (current) $ 17,678 $ 16,644 $ 1,034 Operating lease liabilities (long-term) 54,444 53,442 1,002 Total operating lease liabilities $ 72,122 $ 70,086 $ 2,036 Weighted average remaining lease term (in years) 5.5 Weighted average discount rate Maturities of operating lease liabilities at March 31, 2019 were as follows: Equipment Land and and Total Structures Other Remainder of 2019 $ 15,250 $ 14,423 $ 827 2020 17,924 16,914 1,010 2021 13,675 13,401 274 2022 9,490 9,490 — 2023 6,748 6,748 — Thereafter 17,564 17,564 — Total lease payments 80,651 78,540 2,111 Less imputed interest (8,529) (8,454) (75) Total $ 72,122 $ 70,086 $ 2,036

LONG-TERM DEBT AND FINANCING AR

LONG-TERM DEBT AND FINANCING ARRANGEMENTS	3 Months Ended
	Mar. 31, 2019
LONG-TERM DEBT AND FINANCING ARRANGEMENTS
LONG-TERM DEBT AND FINANCING ARRANGEMENTS	NOTE F – 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 finance 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: March 31 December 31 2019 2018 (in thousands) Credit Facility (interest rate of 3.7% (1) at March 31, 2019) $ 70,000 $ 70,000 Accounts receivable securitization borrowings (interest rate of 3.4% at March 31, 2019) 40,000 40,000 Notes payable (weighted-average interest rate of 3.5% at March 31, 2019) 166,248 181,409 Finance lease obligations (weighted-average interest rate of 5.6% at March 31, 2019) 210 266 276,458 291,675 Less current portion 48,809 54,075 Long-term debt, less current portion $ 227,649 $ 237,600 (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 3.10% based on the margin of the Credit Facility as of March 31, 2019 and December 31, 2018. Scheduled maturities of long-term debt obligations as of March 31, 2019 were as follows: Accounts Receivable Credit Securitization Notes Finance Lease Total Facility (1) Program (1) Payable Obligations (2) (in thousands) Due in one year or less $ 57,780 $ 2,590 $ 1,338 $ 53,655 $ 197 Due after one year through two years 47,102 2,383 1,220 43,493 6 Due after two years through three years 83,567 2,341 40,698 40,521 7 Due after three years through four years 99,600 70,629 — 28,971 — Due after four years through five years 11,714 — — 11,714 — Due after five years — — — — — Total payments 299,763 77,943 43,256 178,354 210 Less amounts representing interest 23,305 7,943 3,256 12,106 — Long-term debt $ 276,458 $ 70,000 $ 40,000 $ 166,248 $ 210 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin. (2) Minimum payments of finance lease obligations include maximum amounts due under rental adjustment clauses contained in the finance lease agreements. Assets securing notes payable or held under finance leases were included in property, plant and equipment as follows: March 31 December 31 2019 2018 (in thousands) Revenue equipment $ 255,398 $ 264,396 Land and structures (service centers) 1,794 1,794 Software 1,484 1,484 Service, office, and other equipment 5,941 5,941 Total assets securing notes payable or held under finance leases 264,617 273,615 Less accumulated depreciation and amortization (1) 82,843 79,961 Net assets securing notes payable or held under finance leases $ 181,774 $ 193,654 (1) Amortization of assets under held finance leases and depreciation of assets securing notes payable are included in depreciation expense. Financing Arrangements Credit Facility The Company has a revolving credit facility (the “Credit Facility”) under its Second Amended and Restated Credit Agreement (the “Credit Agreement”) with an initial maximum credit amount of $200.0 million, including a swing line facility in an aggregate amount of up to $20.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate additional amount of $100.0 million, subject to certain additional conditions as provided in the Credit Agreement. As of March 31, 2019, the Company had available borrowing capacity of $130.0 million under the Credit Facility. Principal payments under the Credit Facility are due upon maturity of the facility on July 7, 2022; 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 Credit Agreement can either be, at the Company’s election: (i) at an alternate base rate (as defined in the Credit Agreement) plus a spread; or (ii) at a Eurodollar rate (as defined in the Credit Agreement) plus a spread. The applicable spread is dependent upon the Company’s Adjusted Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Credit Agreement at March 31, 2019. Interest Rate Swaps The Company has a five-year 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 agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.10% based on the margin of the Credit Facility as of March 31, 2019. The fair value of the interest rate swap of $0.2 million and $0.3 million was recorded in other long-term assets in the consolidated balance sheet at March 31, 2019 and December 31, 2018, 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 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 3.24% based on the margin of the Credit Facility as of March 31, 2019. The fair value of the interest rate swap of $0.1 million and $0.5 million was recorded in other long-term assets in the consolidated balance sheet at March 31, 2019 and December 31, 2018, respectively. The unrealized gain on the interest rate swap instruments was reported as a component of accumulated other comprehensive loss, net of tax, in stockholders’ equity at March 31, 2019 and December 31, 2018, and the change in the unrealized income on the interest rate swaps for the three months ended March 31, 2019 and 2018 was reported in other comprehensive loss, net of tax, in the consolidated statements of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreements at March 31, 2019. Accounts Receivable Securitization Program The Company’s accounts receivable securitization program, which matures on October 1, 2021, allows for cash proceeds of $125.0 million to be provided under the program and has an accordion feature allowing the Company to request additional borrowings up to $25.0 million, subject to certain conditions. Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of March 31, 2019, $40.0 million was borrowed under the program. The Company was in compliance with the covenants under the accounts receivable securitization program at March 31, 2019. 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 March 31, 2019, standby letters of credit of $14.9 million have been issued under the program, which reduced the available borrowing capacity to $70.1 million. Letter of Credit Agreements and Surety Bond Programs As of March 31, 2019, the Company had letters of credit outstanding of $15.5 million (including $14.9 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 March 31, 2019, surety bonds outstanding related to the self-insurance program totaled $48.5 million.

PENSION AND OTHER POSTRETIREMEN

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	3 Months Ended
	Mar. 31, 2019
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	NOTE G – 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 March 31 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2019 2018 2019 2018 2019 2018 (in thousands) Service cost $ — $ — $ — $ — $ 80 $ 92 Interest cost 318 1,015 10 27 303 209 Expected return on plan assets (90) (401) — — — — Amortization of prior service credit — — — — (9) (23) Pension settlement expense 1,356 654 — — — — Amortization of net actuarial loss (1) 149 778 24 20 225 76 Net periodic benefit cost $ 1,733 $ 2,046 $ 34 $ 47 $ 599 $ 354 (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 In November 2017, an amendment was executed to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017. In September 2018, the plan received a favorable determination letter from the IRS regarding qualification of the plan termination. Benefit election forms were provided to plan participants during the fourth quarter of 2018 and participants could elect any form of payment allowed by the plan for immediate commencement of payment or defer payment until a later date. The plan began distributing immediate lump sum benefit payments related to the plan termination in fourth quarter 2018 and continued making these distributions in first quarter 2019. The plan received an extension from the Pension Benefit Guaranty Corporation (the “PBGC”) to allow additional time for the plan to administer the settlement of the remaining obligation for deferred benefits through the purchase of nonparticipating annuity contracts from insurance companies, which is expected to occur in second quarter 2019. The Company will make a cash contribution to the plan for the amount, if any, required to fund benefit distributions and annuity contract purchases in excess of plan assets. The Company recognized pension settlement expense as a component of net periodic benefit cost of the nonunion defined benefit pension plan for the three months ended March 31, 2019 of $1.4 million (pre-tax), or $1.0 million (after-tax), related to $14.9 million of lump-sum benefit distributions from the plan. For the three months ended March 31, 2018, pension settlement expense of $0.7 million (pre-tax), or $0.5 million (after-tax), was recognized related to $4.8 million of lump-sum distributions from the plan. Pension settlement charges related to the plan termination, including settlements for lump sum benefit distributions and annuity contract purchases will occur in second quarter 2019. Based on estimates as of March 31, 2019 using available actuarial information, second quarter 2019 nonunion pension settlement expense is estimated to be approximately $2.0 million, or $1.5 million after-tax, and cash funding could total approximately $6.0 million, although there can be no assurances in this regard. The final pension settlement charges and the actual amount the Company will be required to contribute to the plan to fund benefit distributions in excess of plan assets cannot be determined at this time, as the actual amounts are dependent on various factors, including the value of plan assets, the amount of lump-sum benefit distributions paid to participants, and the cost of the nonparticipating annuity contracts. Liquidation of plan assets and settlement of plan obligations is expected to be complete in second quarter 2019. The Company’s short-term rate of return assumption, net of estimated expenses expected to be paid from plan assets, utilized in determining nonunion defined benefit pension expense was lowered from 1.4% for first quarter 2019 to 0.0% for second quarter 2019, as estimated expenses expected to be paid from plan assets are expected to offset investment returns on plan assets which were held in money market mutual funds as of March 31, 2019. The following table discloses the changes in benefit obligations and plan assets of the nonunion defined benefit pension plan for the three months ended March 31, 2019: Nonunion Defined Benefit Pension Plan (in thousands) Change in benefit obligations Benefit obligations at December 31, 2018 $ 33,373 Interest cost 318 Actuarial gain (1) (766) Benefits paid (14,975) Benefit obligations at March 31, 2019 17,950 Change in plan assets Fair value of plan assets at December 31, 2018 26,646 Actual return on plan assets 216 Employer contributions — Benefits paid (14,975) Fair value of plan assets at March 31, 2019 11,887 Funded status at period end (2) $ (6,063) Accumulated benefit obligation $ 17,950 (1) The plan recognized an actuarial gain on lump-sum distributions related to benefit elections for plan termination which had been included in the actuarial estimate for the annuity contract purchase as of the December 31, 2018 measurement date. (2) Recognized within current portion of pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2019. 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 2018 ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. Contribution obligations to these plans are generally specified in the 2018 ABF NMFA, which will remain in effect through June 30, 2023. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006, which was permanently extended by the Multiemployer Pension Reform Act (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015. 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 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”). As set forth in the 2018 Annual Funding Notice for the Central States Pension Plan, the funded percentage of the plan was 27.2% as of January 1, 2018. ABF Freight received a Notice of Critical and Declining Status for the Central States Pension Plan dated March 29, 2019, in which the plan’s actuary certified that, as of January 1, 2019, the plan is in critical and declining status, as defined by the Reform Act. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime 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 more fully described in Note I to the consolidated financial statements in Item 8 of the Company’s 2018 Annual Report on Form 10-K, ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund (the “New England Pension Fund”) was restructured under a transition agreement effective on August 1, 2018, which resulted in a related withdrawal liability for which ABF Freight recognized a one-time charge of $37.9 million (pre-tax) as of June 30, 2018. In accordance with the transition agreement, ABF Freight made an initial lump sum cash payment of $15.1 million in third quarter 2018 and the remainder of the withdrawal liability, which had an initial aggregate present value of $22.8 million, will be settled with monthly payments to the New England Pension Fund over a period of 23 years. In accordance with current tax law, these payments are deductible for income taxes when paid. As of March 31, 2019, the outstanding withdrawal liability totaled $22.5 million, of which $0.6 million and $21.9 million was recorded in accrued expenses and other long-term liabilities, respectively. The fair value of the obligation was $23.8 million at March 31, 2019, which is equal to the present value of the future withdrawal liability payments, discounted at a 3.9% interest rate determined using the 20-year U.S. Treasury rate plus a spread (Level 2 of the fair value hierarchy). 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 2018 Annual Report on Form 10-K.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2019
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE H – STOCKHOLDERS’ EQUITY Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows: March 31 December 31 2019 2018 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit costs $ (9,185) $ (11,821) Interest rate swap 351 801 Foreign currency translation (2,512) (2,816) Total $ (11,346) $ (13,836) After-tax amounts: Unrecognized net periodic benefit costs (1) $ (10,792) $ (12,749) Interest rate swap 259 591 Foreign currency translation (1,855) (2,080) Total $ (12,388) $ (14,238) (1) Includes $4.0 million related to a previous valuation allowance on deferred tax assets for nonunion defined benefit pension liabilities which will be reversed to retained earnings upon extinguishment of the nonunion defined benefit pension plan expected to occur in second quarter 2019. The reclassification of stranded income tax effects related to this item is not permitted by ASC Topic 220 which the Company adopted as of January 1, 2018. The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the three months ended March 31, 2019 and 2018: Unrecognized Interest Foreign Net Periodic Rate Currency Total Benefit Costs Swap Translation (in thousands) Balances at December 31, 2018 $ (14,238) $ (12,749) $ 591 $ (2,080) Other comprehensive income (loss) before reclassifications 554 661 (332) 225 Amounts reclassified from accumulated other comprehensive loss 1,296 1,296 — — Net current-period other comprehensive income 1,850 1,957 (332) 225 Balances at March 31, 2019 $ (12,388) $ (10,792) $ 259 $ (1,855) Balances at December 31, 2017 $ (20,574) $ (19,715) $ 292 $ (1,151) Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard (1) (3,576) (3,391) 63 (248) Balances at January 1, 2018 (24,150) (23,106) 355 (1,399) Other comprehensive income (loss) before reclassifications 2,954 2,590 436 (72) Amounts reclassified from accumulated other comprehensive loss 1,118 1,118 — — Net current-period other comprehensive income (loss) 4,072 3,708 436 (72) Balances at March 31, 2018 $ (20,078) $ (19,398) $ 791 $ (1,471) (1) The Company elected to reclassify the stranded income tax effects in accumulated other comprehensive loss to retained earnings as of January 1, 2018 as a result of adopting an amendment to ASC Topic 220 . The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component: Unrecognized Net Periodic Benefit Costs (1)(2) Three Months Ended March 31 2019 2018 (in thousands) Amortization of net actuarial loss $ (398) $ (874) Amortization of prior service credit 9 23 Pension settlement expense (1,356) (654) Total, pre-tax (1,745) (1,505) Tax benefit 449 387 Total, net of tax $ (1,296) $ (1,118) (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 G). Dividends on Common Stock The following table is a summary of dividends declared during the applicable quarter: 2019 2018 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ $ $ 0.08 $ 2,058 On April 30, 2019, the Company’s Board of Directors declared a dividend of $0.08 per share to stockholders of record as of May 14, 2019. 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, 2018, the Company had $22.3 million remaining under the program for repurchases of its common stock. During the three months ended March 31, 2019, the Company purchased 74,385 shares for an aggregate cost of $2.7 million, leaving $19.6 million available for repurchase of common stock under the program.

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2019
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION	NOTE I – SHARE-BASED COMPENSATION Stock Awards As of March 31, 2019 and December 31, 2018, the Company had outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (the “2005 Plan”). On April 30, 2019, the Company’s stockholders approved the ArcBest Corporation Ownership Incentive Plan (the “Ownership Incentive Plan”), which the Company’s Board of Directors adopted on February 22, 2019 to amend and restate the 2005 Plan. The Ownership Incentive Plan provides for the granting of 4.0 million shares, which may be awarded as incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), or performance award units. Restricted Stock Units A summary of the Company’s restricted stock unit award program is presented below: Weighted-Average Grant Date Units Fair Value Outstanding – January 1, 2019 1,436,983 $ 25.81 Granted 2,400 $ 36.05 Vested (750) $ 31.09 Forfeited (1) (920) $ 25.61 Outstanding – March 31, 2019 1,437,713 $ 25.83 (1) Forfeitures are recognized as they occur.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2019
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE J – EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31 2019 2018 (in thousands, except share and per share data) Basic Numerator: Net income $ 4,888 $ 9,954 Effect of unvested restricted stock awards (9) (30) Adjusted net income $ 4,879 $ 9,924 Denominator: Weighted-average shares 25,570,415 25,642,871 Earnings per common share $ 0.19 $ 0.39 Diluted Numerator: Net income $ 4,888 $ 9,954 Effect of unvested restricted stock awards (9) (29) Adjusted net income $ 4,879 $ 9,925 Denominator: Weighted-average shares 25,570,415 25,642,871 Effect of dilutive securities 941,934 953,505 Adjusted weighted-average shares and assumed conversions 26,512,349 26,596,376 Earnings per common share $ 0.18 $ 0.37 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. For the three-month periods ended March 31, 2019 and 2018, outstanding stock awards of 0.2 million and 0.1 million, respectively, were not included in the diluted earnings per share calculation because their inclusion would have the effect of increasing the earnings per share.

OPERATING SEGMENT DATA

OPERATING SEGMENT DATA	3 Months Ended
	Mar. 31, 2019
OPERATING SEGMENT DATA
OPERATING SEGMENT DATA	NOTE K – OPERATING SEGMENT DATA The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations. Shared services represent costs incurred to support all segments, including sales, pricing, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal, and other company-wide services. Certain overhead costs are not attributable to any segment and remain unallocated in “Other and eliminations.” Included in unallocated costs are expenses related to investor relations, legal, the ArcBest Board of Directors, and certain executive compensation. Shared services costs attributable to the operating segments are predominantly allocated based upon estimated and planned resource utilization-related metrics such as estimated shipment levels, number of pricing proposals, or number of personnel supported. The bases for such charges are modified and adjusted by management when necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by the operating segments. Management believes the methods used to allocate expenses are reasonable. The Company’s reportable operating segments are impacted by seasonal fluctuations which affect tonnage, shipment or service event levels, and demand for services, as described below; therefore, operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year. The Company’s reportable operating segments are as follows: · The Asset-Based segment includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries. The segment operations include national, inter-regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. 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 service offerings in ground expedite, truckload, truckload-dedicated, intermodal, household goods moving, managed transportation, warehousing and distribution, and international freight transportation for air, ocean, and ground. ArcBest segment operations are influenced by seasonal fluctuations that impact customers’ supply chains. 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 and available capacity in the market, may impact quarterly business levels. Shipments of the ArcBest segment may decline during winter months because of post-holiday slowdowns, but expedite shipments can be subject to short-term increases depending on the impact of weather 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. Moving services of the ArcBest segment are impacted by seasonal fluctuations, generally resulting in higher business levels in the second and third quarters as the demand for moving services is typically stronger in the summer months. · FleetNet includes the results of operations of FleetNet America, Inc. and certain other subsidiaries that provide roadside assistance and maintenance management services for commercial vehicles through a network of third-party service providers. FleetNet also provides services to the Asset-Based and ArcBest segments. Approximately 14% of FleetNet’s revenues are for services provided to the Asset-Based and ArcBest segments for the three months ended March 31, 2019, compared to approximately 4% for the same period of 2018. Emergency roadside service events of the FleetNet segment are favorably impacted by extreme weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be 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 March 31 2019 2018 (in thousands) REVENUES Asset-Based $ 506,079 $ 482,115 ArcBest 173,204 181,933 FleetNet 53,259 47,759 Other and eliminations (20,703) (11,806) Total consolidated revenues $ 711,839 $ 700,001 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 280,276 $ 269,779 Fuel, supplies, and expenses 64,727 62,193 Operating taxes and licenses 12,398 11,756 Insurance 7,991 6,628 Communications and utilities 4,620 4,521 Depreciation and amortization 20,980 20,930 Rents and purchased transportation 49,912 46,133 Shared services 50,712 45,607 Gain on sale of property and equipment (34) (133) Other 882 1,299 Total Asset-Based 492,464 468,713 ArcBest Purchased transportation 140,105 148,372 Supplies and expenses 2,774 3,230 Depreciation and amortization 3,151 3,408 Shared services 23,031 21,868 Other 2,413 1,881 Restructuring costs (1) — 9 Total ArcBest 171,474 178,768 FleetNet 51,771 46,238 Other and eliminations (12,461) (6,443) Total consolidated operating expenses $ 703,248 $ 687,276 (1) Restructuring costs relate to the realignment of the Company’s corporate structure as further described in Note N to the consolidated financial statements in Item 8 of the Company’s 2018 Annual Report on Form 10-K. Three Months Ended March 31 2019 2018 (in thousands) OPERATING INCOME Asset-Based $ 13,615 $ 13,402 ArcBest 1,730 3,165 FleetNet 1,488 1,521 Other and eliminations (8,242) (5,363) Total consolidated operating income $ 8,591 $ 12,725 OTHER INCOME (COSTS) Interest and dividend income $ 1,478 $ 526 Interest and other related financing costs (2,882) (2,059) Other, net (1) (591) (2,201) Total other income (costs) (1,995) (3,734) INCOME BEFORE INCOME TAXES $ 6,596 $ 8,991 (1) Includes the components of net periodic benefit cost other than service cost related to the Company’s nonunion pension, SBP, and postretirement plans (see Note G) and 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 March 31 2019 2018 (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 343,668 $ 328,757 Rents, purchased transportation, and other costs of services 221,025 223,756 Fuel, supplies, and expenses 79,336 78,646 Depreciation and amortization (1) 26,537 26,486 Other 32,682 29,255 Restructuring costs (2) — 376 $ 703,248 $ 687,276 (1) Includes amortization of intangible assets. (2) Restructuring costs relate to the realignment of the Company’s corporate structure as further described in Note N to the consolidated financial statements in Item 8 of the Company’s 2018 Annual Report on Form 10-K.

LEGAL PROCEEDINGS, ENVIRONMENTA

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS	3 Months Ended
	Mar. 31, 2019
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 March 31, 2019 and December 31, 2018, 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 $0.6 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 _2

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2019
ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION
Financial Statement Presentation	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2018 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts may differ from those estimates.
Interest Rate Swap Derivative Instruments	Interest Rate Swap Derivative Instruments : The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. The Company has interest rate swap agreements designated as a cash flow hedges. The effective portion of the gain or loss on the interest rate swap instruments is reported as unrealized gain or loss as a component of accumulated other comprehensive income or loss, net of tax, in stockholders’ equity and the change in the unrealized gain or loss on the interest rate swaps is reported in other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income. The unrealized gain or loss is reclassified out of accumulated other comprehensive loss into income in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.
Leases	Leases: The Company leases, under finance and operating lease arrangements, certain facilities used primarily in the Asset-Based segment service center operations, certain revenue equipment used in the ArcBest segment operations, and certain other office equipment. The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases, (“ASC Topic 842”) effective January 1, 2019. In accordance with ASC Topic 842, right-of-use assets and lease liabilities for operating leases are recorded on the balance sheet and the related lease expense is recorded on a straight-line basis over the lease term in operating expenses. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. For financial reporting purposes, right-of-use assets held under finance leases are amortized over their estimated useful lives on the same basis as owned assets, and leasehold improvements associated with assets utilized under finance or operating leases are amortized by the straight-line method over the shorter of the remaining lease term or the asset’s useful life. Amortization of assets under finance leases is included in depreciation expense. Obligations under the finance lease arrangements are included in long-term debt. The short-term lease exemption was elected under ASC Topic 842 for all classes of assets to include real property, revenue equipment, and service, office, and other equipment. The Company adopted the policy election as a lessee for all classes of assets to account for each lease component and its related non-lease component(s) as a single lease component. In determining the discount rate, the Company uses the rate implicit in the lease if that rate is readily determinable when entering into a lease as a lessee. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate, determined by the price of a fully collateralized loan with similar terms based on current market rates. For contracts entered into on or after the effective date, an assessment is made as to whether the contract is, or contains, a lease at the inception of a contract. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period; and (3) whether the Company has the right to direct the use of the asset. For all operating leases that meet the scope of ASC Topic 842, a right-of-use asset and a lease liability are recognized. The right-of-use asset is measured as the initial amount of the lease liability, plus any initial direct costs incurred, less any prepayments prior to commencement or lease incentives received. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying lease. Lease payments included in the measurement of the lease liability are comprised of the following: (1) the fixed noncancelable lease payments, (2) payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and (3) payments for early termination options unless it is reasonably certain the lease will not be terminated early. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability.
Accounting Pronouncements	Adopted Accounting Pronouncements ASC Topic 842, which was adopted by the Company effective January 1, 2019, requires lessees to recognize right-of-use assets and lease liabilities for operating leases with terms greater than 12 months on the balance sheet. The standard also requires additional qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected the modified retrospective method of applying the transition provisions at the beginning of the period of adoption and, as a result, has not adjusted comparative period financial information and has not included the new lease disclosures for periods before the effective date. Prior period amounts continue to be reported under the Company’s historical accounting in accordance with the previous lease guidance included in ASC Topic 840. The Company has excluded short-term leases from accounting under ASC Topic 842 and has elected the package of practical expedients as permitted under the transition guidance, which allowed the Company to not reassess: (1) whether contracts are, or contain, leases; (2) lease classification; and (3) capitalization of initial direct costs. For contracts entered into on or after the effective date, an assessment is made as to whether the contract is, or contains, a lease at the inception of a contract. Consistent with the package of practical expedients elected, leases entered into prior to January 1, 2019, are accounted for under ASC Topic 840 and were not reassessed. For all classes of assets, the policy election was made to account for each lease component and its related non-lease component(s) as a single lease component. The election to not recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less did not have a material effect on the right-of-use assets and lease liabilities. The majority of the Company’s lease portfolio consists of real property operating leases related to facilities used in the Asset-Based segment service center operations. The lease portfolio also includes operating leases related to certain revenue equipment used in the ArcBest segment operations as well as a small number of office equipment finance leases. Management has recorded the right-of-use assets and associated lease liabilities for operating leases on the consolidated balance sheet as of March 31, 2019 in accordance with ASC Topic 842. Finance leases are not material to the consolidated financial statements. The most significant impact of adopting ASC Topic 842 was the recognition of right-of-use assets and lease liabilities on the balance sheet for operating leases of $58.7 million as of January 1, 2019. The accounting for finance leases (formerly referred to as capital leases prior to the adoption of ASC Topic 842) remained substantially unchanged. The expense recognition for operating leases and finance leases under ASC Topic 842 is substantially consistent with ASC Topic 840 and the impact of the new standard is non-cash in nature. As a result, there is no significant impact on the Company’s results of operations or cash flows presented in the Company’s consolidated financial statements. ASC Topic 815, Derivatives and Hedging , which was adopted by the Company on January 1, 2019, was amended to change the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results to simplify hedge accounting treatment and better align an entity’s risk management activities and financial reporting for hedging relationships. The amendment did not have an impact on the consolidated financial statements. Accounting Pronouncements Not Yet Adopted The U.S. Securities and Exchange Commission (the “SEC”) issued Final Rule 33-10618, FAST Act Modernization and Simplification of Regulation S-K , in March 2019 to modernize and simplify certain disclosure requirements in Regulation S-K and the related rules and forms. Effective April 2, 2019, the final rule allows registrants to redact confidential information from most exhibits filed with the SEC without filing a confidential treatment request. Effective May 2, 2019, the final rule requires registrants to include the trading symbol for each class of registered securities on the cover page of certain SEC forms. The final rule also includes certain requirements for eXtensible Business Reporting Language (“XBRL”) reporting and provisions to simplify certain annual disclosure requirements within the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), Risk Factors, and Properties sections of Form 10-K. The XBRL requirements of the final rule for tagging data on the cover page of certain SEC filings and the use of hyperlinks for information that is incorporated by reference and available on EDGAR will become effective for the Company’s second quarter 2019 Quarterly Report on Form 10-Q. The Company will adopt the provisions of the final rule simplifying certain annual disclosure requirements for its 2019 Annual Report on Form 10-K. The final rule is not expected to have a significant impact on the Company’s consolidated financial statement disclosures or filings with the SEC. ASC Subtopic 350-40, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , (“ASC Subtopic 350-40”) was amended by the FASB in August 2018 and is effective for the Company beginning January 1, 2020. The amendments to ASC Subtopic 350-40 clarify the accounting treatment for implementation costs incurred by the customer in a cloud computing software arrangement. The amendments allow implementation costs of cloud computing arrangements to be capitalized using the same method prescribed by ASC Subtopic 350-40, Internal-Use Software . The amendments to ASC Subtopic 350-40 will be adopted on a prospective basis and are not expected to have an impact on the Company’s consolidated financial statements. ASC Topic 820, Fair Value Measurement , was amended to modify the disclosure requirements of fair value measurements, primarily impacting the disclosures for Level 3 fair value measurements. The amendment is effective for the Company beginning January 1, 2020 and is not expected to have a significant impact on the Company’s financial statement disclosures. ASC Topic 326, Financial Instruments – Credit Losses , (“ASC Topic 326”), was amended to improve the measurement of credit losses on financial instruments, including trade accounts receivable. The amendment is effective for the Company beginning January 1, 2020 and is not expected to have a significant impact on the Company’s consolidated financial statements. Management believes 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 FAI_2

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Schedule components of cash and cash equivalents, short term investments, and restricted funds	March 31 December 31 2019 2018 (in thousands) Cash and cash equivalents Cash deposits (1) $ 104,896 $ 124,938 Variable rate demand notes (1)(2) 14,973 19,786 Money market funds (3) 18,530 42,470 U.S. Treasury securities (4) — 2,992 Total cash and cash equivalents $ 138,399 $ 190,186 Short-term investments Certificates of deposit (1) $ 83,425 $ 82,949 U.S. Treasury securities (4) 32,800 23,857 Total short-term investments $ 116,225 $ 106,806 (1) Recorded at cost plus accrued interest, which approximates fair value. (2) Amounts may be redeemed on a daily basis with the original issuer. (3) Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets and liabilities measured at fair value within this Note). (4) Recorded at amortized cost plus accrued interest, which approximates fair value. U.S. Treasury securities with a maturity date within 90 days of the purchase date are classified as cash equivalents. U.S. Treasury securities included in short-term investments are held-to-maturity investments with maturity dates of less than one year.
Schedule of fair value and carrying value disclosures of financial instruments	March 31 December 31 2019 2018 (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) 40,000 40,000 40,000 40,000 Notes payable (3) 166,248 167,568 181,409 181,560 $ 276,248 $ 277,568 $ 291,409 $ 291,560 (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	March 31, 2019 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) $ 18,530 $ 18,530 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,864 2,864 — — Interest rate swaps (3) 351 — 351 — $ 21,745 $ 21,394 $ 351 $ — December 31, 2018 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) $ 42,470 $ 42,470 $ — $ — Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2) 2,342 2,342 — — Interest rate swaps (3) 801 — 801 — $ 45,613 $ 44,812 $ 801 $ — Liabilities: Contingent consideration (4) $ 4,472 $ — $ — $ 4,472 (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. 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 March 31, 2019 and December 31, 2018 and considers the interest rate swap valuations in Level 2 of the fair value hierarchy. (4) Included in accrued expenses. At December 31, 2018, the fair value of the contingent consideration for an earn-out agreement related to the September 2016 acquisition of LDS represents the final accrued payment and was based on calculations performed for the earn-out period which ended August 31, 2018. In January 2019, final payment of the contingent consideration was released from an escrow account reported in other current assets in the consolidated balance sheets.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2019
GOODWILL AND INTANGIBLE ASSETS
Schedule of intangible assets	March 31, 2019 December 31, 2018 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 14 $ 60,431 $ 25,225 $ 35,206 $ 60,431 $ 24,130 $ 36,301 Other 9 1,032 718 314 1,032 684 348 13 61,463 25,943 35,520 61,463 24,814 36,649 Indefinite-lived intangible assets Trade name N/A 32,300 N/A 32,300 32,300 N/A 32,300 Total intangible assets N/A $ 93,763 $ 25,943 $ 67,820 $ 93,763 $ 24,814 $ 68,949
Schedule of future amortization for intangible assets and acquired software	Intangible Acquired Total Assets Software (1) (in thousands) Remainder of 2019 $ 3,804 $ 3,353 $ 451 2020 4,471 4,454 17 2021 4,418 4,412 6 2022 4,385 4,385 — 2023 4,287 4,287 — Thereafter 14,629 14,629 — Total amortization $ 35,994 $ 35,520 $ 474 (1) Acquired software is reported in property, plant and equipment.

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
Leases
Schedule of components of lease expense	Three Months Ended March 31, 2019 (Unaudited) (in thousands) Operating lease expense $ 5,339 Variable lease expense 839 Sublease income (67) Total operating lease expense $ 6,111 Operating cash flows included in the measurement of lease liabilities $ 5,290
Schedule of supplemental balance sheet information related to lease liabilities	March 31, 2019 (in thousands, except lease term and discount rate) Land and Equipment Operating leases Total Structures and Others Operating right-of-use assets (long-term) $ 68,737 $ 66,684 $ 2,053 Operating lease liabilities (current) $ 17,678 $ 16,644 $ 1,034 Operating lease liabilities (long-term) 54,444 53,442 1,002 Total operating lease liabilities $ 72,122 $ 70,086 $ 2,036 Weighted average remaining lease term (in years) 5.5 Weighted average discount rate
Schedule of maturities of operating lease liabilities	Equipment Land and and Total Structures Other Remainder of 2019 $ 15,250 $ 14,423 $ 827 2020 17,924 16,914 1,010 2021 13,675 13,401 274 2022 9,490 9,490 — 2023 6,748 6,748 — Thereafter 17,564 17,564 — Total lease payments 80,651 78,540 2,111 Less imputed interest (8,529) (8,454) (75) Total $ 72,122 $ 70,086 $ 2,036

LONG-TERM DEBT AND FINANCING _2

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
LONG-TERM DEBT AND FINANCING ARRANGEMENTS
Schedule of long-term debt	March 31 December 31 2019 2018 (in thousands) Credit Facility (interest rate of 3.7% (1) at March 31, 2019) $ 70,000 $ 70,000 Accounts receivable securitization borrowings (interest rate of 3.4% at March 31, 2019) 40,000 40,000 Notes payable (weighted-average interest rate of 3.5% at March 31, 2019) 166,248 181,409 Finance lease obligations (weighted-average interest rate of 5.6% at March 31, 2019) 210 266 276,458 291,675 Less current portion 48,809 54,075 Long-term debt, less current portion $ 227,649 $ 237,600 (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 3.10% based on the margin of the Credit Facility as of March 31, 2019 and December 31, 2018.
Scheduled maturities of long-term debt obligations	Accounts Receivable Credit Securitization Notes Finance Lease Total Facility (1) Program (1) Payable Obligations (2) (in thousands) Due in one year or less $ 57,780 $ 2,590 $ 1,338 $ 53,655 $ 197 Due after one year through two years 47,102 2,383 1,220 43,493 6 Due after two years through three years 83,567 2,341 40,698 40,521 7 Due after three years through four years 99,600 70,629 — 28,971 — Due after four years through five years 11,714 — — 11,714 — Due after five years — — — — — Total payments 299,763 77,943 43,256 178,354 210 Less amounts representing interest 23,305 7,943 3,256 12,106 — Long-term debt $ 276,458 $ 70,000 $ 40,000 $ 166,248 $ 210 (1) The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin. (2) Minimum payments of finance lease obligations include maximum amounts due under rental adjustment clauses contained in the finance lease agreements.
Schedule of assets securing notes payable or held under capital leases	March 31 December 31 2019 2018 (in thousands) Revenue equipment $ 255,398 $ 264,396 Land and structures (service centers) 1,794 1,794 Software 1,484 1,484 Service, office, and other equipment 5,941 5,941 Total assets securing notes payable or held under finance leases 264,617 273,615 Less accumulated depreciation and amortization (1) 82,843 79,961 Net assets securing notes payable or held under finance leases $ 181,774 $ 193,654 (1) Amortization of assets under held finance leases and depreciation of assets securing notes payable are included in depreciation expense.

PENSION AND OTHER POSTRETIREM_2

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)	3 Months Ended
	Mar. 31, 2019
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Summary of the components of net periodic benefit cost	The following is a summary of the components of net periodic benefit cost: Three Months Ended March 31 Nonunion Defined Supplemental Postretirement Benefit Pension Plan Benefit Plan Health Benefit Plan 2019 2018 2019 2018 2019 2018 (in thousands) Service cost $ — $ — $ — $ — $ 80 $ 92 Interest cost 318 1,015 10 27 303 209 Expected return on plan assets (90) (401) — — — — Amortization of prior service credit — — — — (9) (23) Pension settlement expense 1,356 654 — — — — Amortization of net actuarial loss (1) 149 778 24 20 225 76 Net periodic benefit cost $ 1,733 $ 2,046 $ 34 $ 47 $ 599 $ 354 (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	The following table discloses the changes in benefit obligations and plan assets of the nonunion defined benefit pension plan for the three months ended March 31, 2019: Nonunion Defined Benefit Pension Plan (in thousands) Change in benefit obligations Benefit obligations at December 31, 2018 $ 33,373 Interest cost 318 Actuarial gain (1) (766) Benefits paid (14,975) Benefit obligations at March 31, 2019 17,950 Change in plan assets Fair value of plan assets at December 31, 2018 26,646 Actual return on plan assets 216 Employer contributions — Benefits paid (14,975) Fair value of plan assets at March 31, 2019 11,887 Funded status at period end (2) $ (6,063) Accumulated benefit obligation $ 17,950 (1) The plan recognized an actuarial gain on lump-sum distributions related to benefit elections for plan termination which had been included in the actuarial estimate for the annuity contract purchase as of the December 31, 2018 measurement date. (2) Recognized within current portion of pension and postretirement liabilities in the accompanying consolidated balance sheet at March 31, 2019.

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2019
STOCKHOLDERS' EQUITY
Components of accumulated other comprehensive loss	Components of accumulated other comprehensive loss were as follows: March 31 December 31 2019 2018 (in thousands) Pre-tax amounts: Unrecognized net periodic benefit costs $ (9,185) $ (11,821) Interest rate swap 351 801 Foreign currency translation (2,512) (2,816) Total $ (11,346) $ (13,836) After-tax amounts: Unrecognized net periodic benefit costs (1) $ (10,792) $ (12,749) Interest rate swap 259 591 Foreign currency translation (1,855) (2,080) Total $ (12,388) $ (14,238) (1) Includes $4.0 million related to a previous valuation allowance on deferred tax assets for nonunion defined benefit pension liabilities which will be reversed to retained earnings upon extinguishment of the nonunion defined benefit pension plan expected to occur in second quarter 2019. The reclassification of stranded income tax effects related to this item is not permitted by ASC Topic 220 which the Company adopted as of January 1, 2018.
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, 2018 $ (14,238) $ (12,749) $ 591 $ (2,080) Other comprehensive income (loss) before reclassifications 554 661 (332) 225 Amounts reclassified from accumulated other comprehensive loss 1,296 1,296 — — Net current-period other comprehensive income 1,850 1,957 (332) 225 Balances at March 31, 2019 $ (12,388) $ (10,792) $ 259 $ (1,855) Balances at December 31, 2017 $ (20,574) $ (19,715) $ 292 $ (1,151) Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard (1) (3,576) (3,391) 63 (248) Balances at January 1, 2018 (24,150) (23,106) 355 (1,399) Other comprehensive income (loss) before reclassifications 2,954 2,590 436 (72) Amounts reclassified from accumulated other comprehensive loss 1,118 1,118 — — Net current-period other comprehensive income (loss) 4,072 3,708 436 (72) Balances at March 31, 2018 $ (20,078) $ (19,398) $ 791 $ (1,471) (1) The Company elected to reclassify the stranded income tax effects in accumulated other comprehensive loss to retained earnings as of January 1, 2018 as a result of adopting an amendment to ASC Topic 220 .
Summary of the significant reclassifications out of accumulated other comprehensive loss by component	The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component: Unrecognized Net Periodic Benefit Costs (1)(2) Three Months Ended March 31 2019 2018 (in thousands) Amortization of net actuarial loss $ (398) $ (874) Amortization of prior service credit 9 23 Pension settlement expense (1,356) (654) Total, pre-tax (1,745) (1,505) Tax benefit 449 387 Total, net of tax $ (1,296) $ (1,118) (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 G).
Summary of dividends declared	2019 2018 Per Share Amount Per Share Amount (in thousands, except per share data) First quarter $ $ $ 0.08 $ 2,058

SHARE-BASED COMPENSATION (Table

SHARE-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2019
SHARE-BASED COMPENSATION
Summary of the Company's restricted stock unit award program	Weighted-Average Grant Date Units Fair Value Outstanding – January 1, 2019 1,436,983 $ 25.81 Granted 2,400 $ 36.05 Vested (750) $ 31.09 Forfeited (1) (920) $ 25.61 Outstanding – March 31, 2019 1,437,713 $ 25.83 (1) Forfeitures are recognized as they occur.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2019
EARNINGS PER SHARE
Schedule of computation of basic and diluted earnings (loss) per share	The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31 2019 2018 (in thousands, except share and per share data) Basic Numerator: Net income $ 4,888 $ 9,954 Effect of unvested restricted stock awards (9) (30) Adjusted net income $ 4,879 $ 9,924 Denominator: Weighted-average shares 25,570,415 25,642,871 Earnings per common share $ 0.19 $ 0.39 Diluted Numerator: Net income $ 4,888 $ 9,954 Effect of unvested restricted stock awards (9) (29) Adjusted net income $ 4,879 $ 9,925 Denominator: Weighted-average shares 25,570,415 25,642,871 Effect of dilutive securities 941,934 953,505 Adjusted weighted-average shares and assumed conversions 26,512,349 26,596,376 Earnings per common share $ 0.18 $ 0.37

OPERATING SEGMENT DATA (Tables)

OPERATING SEGMENT DATA (Tables)	3 Months Ended
	Mar. 31, 2019
OPERATING SEGMENT DATA
Schedule of reportable operating segment information	Three Months Ended March 31 2019 2018 (in thousands) REVENUES Asset-Based $ 506,079 $ 482,115 ArcBest 173,204 181,933 FleetNet 53,259 47,759 Other and eliminations (20,703) (11,806) Total consolidated revenues $ 711,839 $ 700,001 OPERATING EXPENSES Asset-Based Salaries, wages, and benefits $ 280,276 $ 269,779 Fuel, supplies, and expenses 64,727 62,193 Operating taxes and licenses 12,398 11,756 Insurance 7,991 6,628 Communications and utilities 4,620 4,521 Depreciation and amortization 20,980 20,930 Rents and purchased transportation 49,912 46,133 Shared services 50,712 45,607 Gain on sale of property and equipment (34) (133) Other 882 1,299 Total Asset-Based 492,464 468,713 ArcBest Purchased transportation 140,105 148,372 Supplies and expenses 2,774 3,230 Depreciation and amortization 3,151 3,408 Shared services 23,031 21,868 Other 2,413 1,881 Restructuring costs (1) — 9 Total ArcBest 171,474 178,768 FleetNet 51,771 46,238 Other and eliminations (12,461) (6,443) Total consolidated operating expenses $ 703,248 $ 687,276 (1) Restructuring costs relate to the realignment of the Company’s corporate structure as further described in Note N to the consolidated financial statements in Item 8 of the Company’s 2018 Annual Report on Form 10-K. Three Months Ended March 31 2019 2018 (in thousands) OPERATING INCOME Asset-Based $ 13,615 $ 13,402 ArcBest 1,730 3,165 FleetNet 1,488 1,521 Other and eliminations (8,242) (5,363) Total consolidated operating income $ 8,591 $ 12,725 OTHER INCOME (COSTS) Interest and dividend income $ 1,478 $ 526 Interest and other related financing costs (2,882) (2,059) Other, net (1) (591) (2,201) Total other income (costs) (1,995) (3,734) INCOME BEFORE INCOME TAXES $ 6,596 $ 8,991 (1) Includes the components of net periodic benefit cost other than service cost related to the Company’s nonunion pension, SBP, and postretirement plans (see Note G) and 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 March 31 2019 2018 (in thousands) OPERATING EXPENSES Salaries, wages, and benefits $ 343,668 $ 328,757 Rents, purchased transportation, and other costs of services 221,025 223,756 Fuel, supplies, and expenses 79,336 78,646 Depreciation and amortization (1) 26,537 26,486 Other 32,682 29,255 Restructuring costs (2) — 376 $ 703,248 $ 687,276 (1) Includes amortization of intangible assets. (2) Restructuring costs relate to the realignment of the Company’s corporate structure as further described in Note N to the consolidated financial statements in Item 8 of the Company’s 2018 Annual Report on Form 10-K.

ORGANIZATION AND DESCRIPTION _3

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Organization) (Details)	3 Months Ended
	Mar. 31, 2019segment
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	69.00%
Asset-Based | Unionized employees concentration risk | Number of employees
Organization and description of business
Percentage of Asset-Based segment employees covered under collective bargaining agreement with the IBT	82.00%

ORGANIZATION AND DESCRIPTION _4

ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION (Leases) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Jan. 01, 2019
Adopted Accounting Pronouncements
Operating right of use assets	$ 68,737
Lease liability	$ 72,122
Lease, Practical Expedients, Package	true
ASC Topic 842, Leases | Adjustment
Adopted Accounting Pronouncements
Operating right of use assets		$ 58,700
Lease liability		$ 58,700

FINANCIAL INSTRUMENTS AND FAI_3

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Cash and Cash Equivalents and Short-term Investments) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair value disclosure
Cash and cash equivalents	$ 138,399	$ 190,186
Short-term investments	116,225	106,806
Concentrations of Credit Risk of Financial Instruments
Cash, cash equivalents and short-term deposits not FDIC-insured	65,000	94,700
Cash deposits
Fair value disclosure
Cash and cash equivalents	104,896	124,938
Variable rate demand notes
Fair value disclosure
Cash and cash equivalents	14,973	19,786
Money market funds
Fair value disclosure
Cash and cash equivalents	18,530	42,470
Certificates of deposit
Fair value disclosure
Short-term investments	83,425	82,949
U.S. Treasury securities
Fair value disclosure
Cash and cash equivalents		2,992
Short-term investments	$ 32,800	$ 23,857

FINANCIAL INSTRUMENTS AND FAI_4

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Carrying Value
Fair value disclosure
Debt obligations	$ 276,248	$ 291,409
Fair Value
Fair value disclosure
Debt obligations	277,568	291,560
Credit Facility | Level 2 | Carrying Value
Fair value disclosure
Debt obligations	70,000	70,000
Credit Facility | Level 2 | Fair Value
Fair value disclosure
Debt obligations	70,000	70,000
Accounts receivable securitization borrowings | Level 2 | Carrying Value
Fair value disclosure
Debt obligations	40,000	40,000
Accounts receivable securitization borrowings | Level 2 | Fair Value
Fair value disclosure
Debt obligations	40,000	40,000
Notes payable | Level 2 | Carrying Value
Fair value disclosure
Debt obligations	166,248	181,409
Notes payable | Level 2 | Fair Value
Fair value disclosure
Debt obligations	$ 167,568	$ 181,560

FINANCIAL INSTRUMENTS AND FAI_5

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities) (Details) - Recurring basis - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Assets:
Assets	$ 21,745	$ 45,613
Cash and cash equivalents
Assets:
Money market funds	18,530	42,470
Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	2,864	2,342
Interest rate swaps	351	801
Accrued and other long term liabilities
Liabilities:
Contingent consideration		4,472
Level 1
Assets:
Assets	21,394	44,812
Level 1 | Cash and cash equivalents
Assets:
Money market funds	18,530	42,470
Level 1 | Other long-term assets
Assets:
Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan	2,864	2,342
Level 2
Assets:
Assets	351	801
Level 2 | Other long-term assets
Assets:
Interest rate swaps	$ 351	801
Level 3 | Accrued and other long term liabilities
Liabilities:
Contingent consideration		$ 4,472

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Goodwill) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Goodwill by reportable operating segment
Goodwill	$ 108,320	$ 108,320
ArcBest
Goodwill by reportable operating segment
Goodwill	107,700	107,700
FleetNet
Goodwill by reportable operating segment
Goodwill	$ 600	$ 600

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS (Intangible) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Finite-lived intangible assets
Weighted Average Amortization Period	13 years
Cost	$ 61,463	$ 61,463
Accumulated Amortization	25,943	24,814
Net Value	35,520	36,649
Total intangible assets
Cost	93,763	93,763
Net Value	67,820	68,949
Trade name
Indefinite-lived intangible assets
Net Value	$ 32,300	32,300
Customer relationships
Finite-lived intangible assets
Weighted Average Amortization Period	14 years
Cost	$ 60,431	60,431
Accumulated Amortization	25,225	24,130
Net Value	$ 35,206	36,301
Other intangible assets
Finite-lived intangible assets
Weighted Average Amortization Period	9 years
Cost	$ 1,032	1,032
Accumulated Amortization	718	684
Net Value	$ 314	$ 348

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS (Amortization) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Future amortization for intangible assets and acquired software
Remainder of 2019	$ 3,804
2020	4,471
2021	4,418
2022	4,385
2023	4,287
Thereafter	14,629
Total amortization	35,994
Future amortization for intangible assets
Remainder of 2019	3,353
2020	4,454
2021	4,412
2022	4,385
2023	4,287
Thereafter	14,629
Net Value	35,520	$ 36,649
Future amortization for acquired software
Remainder of 2019	451
2020	17
2021	6
Total amortization, Acquired software	$ 474

INCOME TAXES (Tax Reform Act) (

INCOME TAXES (Tax Reform Act) (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Feb. 28, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017
Impact of Tax Reform Act
Statutory federal rate (as a percent)	21.00%	32.74%	21.00%		35.00%
Reduction of deferred tax liabilities due to Tax Reform Act				$ 2.6	$ 24.5
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 rate (as a percent)			25.90%	10.70%
Provisional reduction in current income tax expense due Tax Reform Act reflecting use of fiscal year rather than calendar year federal income tax filing				$ 0.1	1.3
Alternative fuel tax credit					$ 1.2

INCOME TAXES (Allowance) (Detai

INCOME TAXES (Allowance) (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Valuation allowance	$ 0.1	$ 0.1

INCOME TAXES (Uncertain Tax Pos

INCOME TAXES (Uncertain Tax Positions) (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
INCOME TAXES
Reserve for uncertain tax positions	$ 1	$ 1

INCOME TAXES (Deferred taxes) (

INCOME TAXES (Deferred taxes) (Details) - ASC Topic 842, Leases - Adjustment $ in Millions	Mar. 31, 2019USD ($)
Deferred tax assets:
Deferred tax assets	$ 19
Deferred tax liabilities	$ 19

INCOME TAXES (Taxes Paid) (Deta

INCOME TAXES (Taxes Paid) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income taxes
Income taxes paid (in dollars)	$ 6.6	$ 1.1
Income tax refunds received (in dollars)		$ 1
Maximum
Income taxes
Income tax refunds received (in dollars)	$ 0.1

LEASES (Lease terms) (Details)

LEASES (Lease terms) (Details) - Maximum	3 Months Ended
	Mar. 31, 2019
Operating leases
Remaining lease term	10 years
Operating lease, renewal term	5 years
Option to terminate lease, period	3 years

LEASES (Components of Lease Exp

LEASES (Components of Lease Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Leases
Operating lease expense	$ 5,339
Variable lease expense	839
Sublease income	(67)
Total operating lease expense	6,111
Operating cash flows included in the measurement of lease liabilities	$ 5,290
Rental expense for operating leases		$ 5,000

LEASES (Supplemental Balance Sh

LEASES (Supplemental Balance Sheet Information) (Details) $ in Thousands	Mar. 31, 2019USD ($)
Operating leases
Operating right-of-use assets (long-term)	$ 68,737
Operating lease liabilities (current)	17,678
Operating lease liabilities (long-term)	54,444
Total operating lease liabilities	$ 72,122
Weighted average remaining lease term (in years)	5 years 6 months
Weighted average discount rate	3.96%
Land and Structures
Operating leases
Operating right-of-use assets (long-term)	$ 66,684
Operating lease liabilities (current)	16,644
Operating lease liabilities (long-term)	53,442
Total operating lease liabilities	70,086
Equipment and Others
Operating leases
Operating right-of-use assets (long-term)	2,053
Operating lease liabilities (current)	1,034
Operating lease liabilities (long-term)	1,002
Total operating lease liabilities	$ 2,036

LEASES (Maturities of Operating

LEASES (Maturities of Operating Lease Liabilities) (Details) $ in Thousands	Mar. 31, 2019USD ($)
Maturities of operating lease liabilities
Remainder of 2019	$ 15,250
2020	17,924
2021	13,675
2022	9,490
2023	6,748
Thereafter	17,564
Total lease payments	80,651
Less imputed interest	(8,529)
Total operating lease liabilities	72,122
Land and Structures
Maturities of operating lease liabilities
Remainder of 2019	14,423
2020	16,914
2021	13,401
2022	9,490
2023	6,748
Thereafter	17,564
Total lease payments	78,540
Less imputed interest	(8,454)
Total operating lease liabilities	70,086
Equipment and Others
Maturities of operating lease liabilities
Remainder of 2019	827
2020	1,010
2021	274
Total lease payments	2,111
Less imputed interest	(75)
Total operating lease liabilities	$ 2,036

LONG-TERM DEBT AND FINANCING _3

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Summary) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Long-term debt obligations
Long-term debt	$ 276,458	$ 291,675
Less current portion	48,809	54,075
Long-term debt, less current portion	227,649	237,600
Payments under long-term debt obligations
Due in one year or less	57,780
Due after one year through two years	47,102
Due after two years through three years	83,567
Due after three years through four years	99,600
Due after four years through five years	11,714
Total payments	299,763
Less amounts representing interest	23,305
Long-term debt	276,458	291,675
Credit Facility
Long-term debt obligations
Long-term debt	$ 70,000	70,000
Interest rate (as a percent)	3.70%
Payments under long-term debt obligations
Due in one year or less	$ 2,590
Due after one year through two years	2,383
Due after two years through three years	2,341
Due after three years through four years	70,629
Total payments	77,943
Less amounts representing interest	7,943
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)	3.10%	3.10%
Accounts receivable securitization borrowings
Long-term debt obligations
Long-term debt	$ 40,000	$ 40,000
Interest rate (as a percent)	3.40%
Payments under long-term debt obligations
Due in one year or less	$ 1,338
Due after one year through two years	1,220
Due after two years through three years	40,698
Total payments	43,256
Less amounts representing interest	3,256
Long-term debt	40,000	40,000
Notes payable
Long-term debt obligations
Long-term debt	$ 166,248	181,409
Weighted-average interest rate (as a percent)	3.50%
Payments under long-term debt obligations
Due in one year or less	$ 53,655
Due after one year through two years	43,493
Due after two years through three years	40,521
Due after three years through four years	28,971
Due after four years through five years	11,714
Total payments	178,354
Less amounts representing interest	12,106
Long-term debt	166,248	181,409
Finance lease obligations
Long-term debt obligations
Long-term debt	$ 210	266
Weighted-average interest rate (as a percent)	5.60%
Payments under long-term debt obligations
Due in one year or less	$ 197
Due after one year through two years	6
Due after two years through three years	7
Total payments	210
Long-term debt	$ 210	$ 266

LONG-TERM DEBT AND FINANCING _4

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Assets Sec) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Financing Arrangements
Total assets securing notes payable or held under finance leases	$ 264,617	$ 273,615
Less accumulated depreciation and amortization	82,843	79,961
Net assets securing notes payable or held under finance leases	181,774	193,654
Revenue equipment
Financing Arrangements
Total assets securing notes payable or held under finance leases	255,398	264,396
Land and structures (service centers)
Financing Arrangements
Total assets securing notes payable or held under finance leases	1,794	1,794
Software
Financing Arrangements
Total assets securing notes payable or held under finance leases	1,484	1,484
Service, office, and other equipment
Financing Arrangements
Total assets securing notes payable or held under finance leases	$ 5,941	$ 5,941

LONG-TERM DEBT AND FINANCING _5

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Credit Facility) (Details) $ in Millions	Mar. 31, 2019USD ($)
Credit Facility
Financing Arrangements
Maximum borrowing capacity	$ 200
Additional borrowing capacity that may be requested	100
Remaining borrowing capacity	130
Swing Line Facility
Financing Arrangements
Maximum borrowing capacity	20
Letters of Credit, Sub-Facility
Financing Arrangements
Maximum borrowing capacity	20
Accounts receivable securitization borrowings
Financing Arrangements
Maximum borrowing capacity	125
Additional borrowing capacity that may be requested	25
Remaining borrowing capacity	$ 70.1

LONG-TERM DEBT AND FINANCING _6

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Interest rate swaps) (Details) - USD ($) $ in Millions	1 Months Ended
	Nov. 30, 2014	Mar. 31, 2019	Dec. 31, 2018	Jun. 30, 2017
Interest rate swap agreement
Financing Arrangements
Term of swap agreement	5 years
Notional amount		$ 50
Fixed interest rate payments (as a percent)		1.85%
Interest rate swap agreement | Other long-term assets
Financing Arrangements
Fair value of interest rate swap, asset		$ 0.2	$ 0.3
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)		3.10%	3.10%
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 of interest rate swap, asset		$ 0.1	$ 0.5
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)		3.24%

LONG-TERM DEBT AND FINANCING _7

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Securitization program) (Details) - Accounts receivable securitization borrowings $ in Millions	Mar. 31, 2019USD ($)
Financing Arrangements
Maximum borrowing capacity	$ 125
Additional borrowing capacity that may be requested	25
Amount outstanding	40
Outstanding letters of credit	14.9
Remaining borrowing capacity	$ 70.1

LONG-TERM DEBT AND FINANCING _8

LONG-TERM DEBT AND FINANCING ARRANGEMENTS (Financing arrangements - Letters of credit & Surety bonds (Details) $ in Millions	Mar. 31, 2019USD ($)
Accounts receivable securitization borrowings
Financing Arrangements
Outstanding letters of credit	$ 14.9
Letter of Credit Agreements
Financing Arrangements
Outstanding letters of credit	15.5
Surety bonds
Financing Arrangements
Outstanding surety bonds under uncollateralized bond programs	$ 48.5

PENSION AND OTHER POSTRETIREM_3

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Components of cost) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Components of net periodic benefit cost
Pension settlement expense	$ 1,356	$ 654
Nonunion Defined Benefit Pension Plan
Components of net periodic benefit cost
Interest cost	318	1,015
Expected return on plan assets	(90)	(401)
Pension settlement expense	1,356	654
Amortization of net actuarial loss	149	778
Net periodic benefit cost	1,733	2,046
Supplemental Benefit Plan
Components of net periodic benefit cost
Interest cost	10	27
Amortization of net actuarial loss	24	20
Net periodic benefit cost	34	47
Postretirement Health Benefit Plan
Components of net periodic benefit cost
Service cost	80	92
Interest cost	303	209
Amortization of prior service credit	(9)	(23)
Amortization of net actuarial loss	225	76
Net periodic benefit cost	$ 599	$ 354

PENSION AND OTHER POSTRETIREM_4

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Nonunion) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Mar. 31, 2018
Pension and other postretirement benefit plans
Pension settlement expense, pre-tax		$ 1,356	$ 654
Pension settlement expense, net of tax		1,007	486
Nonunion Defined Benefit Pension Plan
Pension and other postretirement benefit plans
Pension settlement expense, pre-tax		1,356	654
Pension settlement expense, net of tax		1,000	500
Lump-sum distributions		$ 14,900	$ 4,800
Expected return on plan assets (as a percent)		1.40%
Nonunion Defined Benefit Pension Plan | Forecast
Pension and other postretirement benefit plans
Pension settlement expense, pre-tax	$ 2,000
Pension settlement expense, after-tax	1,500
Employer contributions	$ 6,000
Expected return on plan assets (as a percent)	0.00%

PENSION AND OTHER POSTRETIREM_5

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Funded status) (Details) - Nonunion Defined Benefit Pension Plan - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Change in benefit obligations
Benefit obligations at beginning of period	$ 33,373
Interest cost	318	$ 1,015
Actuarial gain	(766)
Benefits paid	(14,975)
Benefit obligations at end of period	17,950
Change in plan assets
Fair value of plan assets at beginning of period	26,646
Actual return on plan assets	216
Benefits paid	(14,975)
Fair value of plan assets at end of period	11,887
Funded status at period end	(6,063)
Accumulated benefit obligation	$ 17,950

PENSION AND OTHER POSTRETIREM_6

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Multiemployer Plans) (Details) - Multiemployer pension plans - Asset-Based $ in Millions	1 Months Ended	3 Months Ended
	Jun. 30, 2018USD ($)	Mar. 31, 2019USD ($)plan	Sep. 30, 2018USD ($)	Jan. 01, 2018
Multiemployer Plans
Number of multiemployer plans to which ABF Freight currently contributes | plan		25
Maximum projected time to insolvency for plans in "critical and declining" status		14 years
Maximum projected time to insolvency for plans in "critical and declining" status if additional criteria apply		19 years
Threshold ratio of inactive to active participants for greater insolvency period to determine "critical and declining" status		2
Threshold funded percentage for greater insolvency period to determine "critical and declining" status		80.00%
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				27.20%
New England Pension Fund
Multiemployer Plans
Multiemployer pension fund withdrawal liability charge (pre-tax)	$ 37.9
Initial lump sum payment of withdrawal liability			$ 15.1
Aggregate present value of monthly payments	$ 22.8
Withdrawal liability monthly payments period (in years)	23 years
Outstanding withdrawal liability		$ 22.5
Fair value of withdrawal obligation		$ 23.8
Discount rate using 20-year U.S. Treasury (as a percent)		3.90%
New England Pension Fund | Accrued expenses
Multiemployer Plans
Outstanding withdrawal liability		$ 0.6
New England Pension Fund | Other long-term liabilities
Multiemployer Plans
Outstanding withdrawal liability		$ 21.9

STOCKHOLDERS' EQUITY (AOCI) (De

STOCKHOLDERS' EQUITY (AOCI) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Accumulated Other Comprehensive Loss
Total after-tax amount	$ 721,755	$ 717,682	$ 665,474	$ 651,462
Amount remaining in unrecognized net periodic benefit costs portion of accumulated other comprehensive income for previous valuation allowance on deferred tax assets	4,000
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss
Total pre-tax amount	(11,346)	(13,836)
Total after-tax amount	(12,388)	(14,238)	(20,078)	(20,574)
Unrecognized Net Periodic Benefit Costs
Accumulated Other Comprehensive Loss
Total pre-tax amount	(9,185)	(11,821)
Total after-tax amount	(10,792)	(12,749)	(19,398)	(19,715)
Interest Rate Swap, 2019
Accumulated Other Comprehensive Loss
Total pre-tax amount	351
Total after-tax amount	259	591
Interest Rate Swap, 2018
Accumulated Other Comprehensive Loss
Total pre-tax amount		801
Total after-tax amount		591	791	292
Foreign Currency Translation
Accumulated Other Comprehensive Loss
Total pre-tax amount	(2,512)	(2,816)
Total after-tax amount	$ (1,855)	$ (2,080)	$ (1,471)	$ (1,151)

STOCKHOLDERS' EQUITY (AOCI comp

STOCKHOLDERS' EQUITY (AOCI comp) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	$ 717,682	$ 651,462
Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard			$ 416
Adjusted Balances			651,878
OTHER COMPREHENSIVE INCOME, net of tax	1,850	4,072
Balances	721,755	665,474
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	(14,238)	(20,574)
Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard			(3,576)
Adjusted Balances			(24,150)
Other comprehensive income (loss) before reclassifications	554	2,954
Amounts reclassified from accumulated other comprehensive loss	1,296	1,118
OTHER COMPREHENSIVE INCOME, net of tax	1,850	4,072
Balances	(12,388)	(20,078)
Unrecognized Net Periodic Benefit Costs
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	(12,749)	(19,715)
Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard			(3,391)
Adjusted Balances			(23,106)
Other comprehensive income (loss) before reclassifications	661	2,590
Amounts reclassified from accumulated other comprehensive loss	1,296	1,118
OTHER COMPREHENSIVE INCOME, net of tax	1,957	3,708
Balances	(10,792)	(19,398)
Interest Rate Swap, 2019
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	591
Other comprehensive income (loss) before reclassifications	(332)
OTHER COMPREHENSIVE INCOME, net of tax	(332)
Balances	259
Interest Rate Swap, 2018
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	591	292
Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard			63
Adjusted Balances			355
Other comprehensive income (loss) before reclassifications		436
OTHER COMPREHENSIVE INCOME, net of tax		436
Balances		791
Foreign Currency Translation
Changes in accumulated other comprehensive loss, net of tax, by component
Balances	(2,080)	(1,151)
Adjustment to beginning balance of accumulated other comprehensive loss for adoption of accounting standard			(248)
Adjusted Balances			$ (1,399)
Other comprehensive income (loss) before reclassifications	225	(72)
OTHER COMPREHENSIVE INCOME, net of tax	225	(72)
Balances	$ (1,855)	$ (1,471)

STOCKHOLDERS' EQUITY (Reclass)

STOCKHOLDERS' EQUITY (Reclass) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Unrecognized Net Periodic Benefit Costs
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (1,745)	$ (1,505)
Tax benefit	449	387
Total, net of tax	(1,296)	(1,118)
Amortization of net actuarial loss
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	(398)	(874)
Amortization of prior service credit
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	9	23
Pension settlement expense
Significant reclassifications out of accumulated other comprehensive loss by component
Total, pre-tax	$ (1,356)	$ (654)

STOCKHOLDERS' EQUITY (Dividends

STOCKHOLDERS' EQUITY (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands	Apr. 30, 2019	Mar. 31, 2019	Mar. 31, 2018
Dividends on Common Stock
Dividends declared (in dollars per share)		$ 0.08	$ 0.08
Dividend Amount		$ 2,052	$ 2,058
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	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Treasury Stock
Aggregate cost of shares repurchased during the period	$ 2,663	$ 201
Treasury stock (in shares)	3,172,019		3,097,634
Stock Repurchase Program
Treasury Stock
Number of shares repurchased during the period	74,385
Aggregate cost of shares repurchased during the period	$ 2,700
Amount available for repurchase	$ 19,600		$ 22,300

SHARE-BASED COMPENSATION (Detai

SHARE-BASED COMPENSATION (Details) - $ / shares	3 Months Ended
	Mar. 31, 2019	Apr. 30, 2019
Subsequent Event
Share-based compensation
Number of shares authorized		4,000,000
Restricted Stock Units
Award activity
Outstanding at the beginning of the period (in shares)	1,436,983
Granted (in shares)	2,400
Vested (in shares)	(750)
Forfeited (in shares)	(920)
Outstanding at the end of the period (in shares)	1,437,713
Weighted-Average Grant Date Fair Value
Outstanding at the beginning of the period (in dollars per share)	$ 25.81
Granted (in dollars per share)	36.05
Vested (in dollars per share)	31.09
Forfeited (in dollars per share)	25.61
Outstanding at the end of the period (in dollars per share)	$ 25.83

EARNINGS PER SHARE (Basic and D

EARNINGS PER SHARE (Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Basic, numerator:
Net income	$ 4,888	$ 9,954
Effect of unvested restricted stock unit awards	(9)	(30)
Adjusted net income	$ 4,879	$ 9,924
Basic, denominator:
Weighted-average shares	25,570,415	25,642,871
Earnings per common share (in dollars per share)	$ 0.19	$ 0.39
Diluted, numerator:
Net income	$ 4,888	$ 9,954
Effect of unvested restricted stock unit awards	(9)	(29)
Adjusted net income	$ 4,879	$ 9,925
Diluted, denominator:
Weighted-average shares	25,570,415	25,642,871
Effect of dilutive securities	941,934	953,505
Adjusted weighted-average shares and assumed conversions	26,512,349	26,596,376
Earnings per common share (in dollars per share)	$ 0.18	$ 0.37

EARNINGS PER SHARE (AntiDil) (D

EARNINGS PER SHARE (AntiDil) (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock awards
Antidilutive securities
Outstanding stock awards not included in calculation of diluted earnings (loss) per share (in shares)	0.2	0.1

OPERATING SEGMENT DATA - (Conce

OPERATING SEGMENT DATA - (Concentrations) (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues | Customer concentration risk | FleetNet | Asset-Based and ArcBest segments
Concentrations
Concentration Risk, Percentage	14.00%	4.00%

OPERATING SEGMENT DATA - (Rev a

OPERATING SEGMENT DATA - (Rev and Expenses) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUES
Revenues	$ 711,839	$ 700,001
OPERATING EXPENSES
Salaries, wages, and benefits	343,668	328,757
Fuel, supplies, and expenses	79,336	78,646
Depreciation and amortization	26,537	26,486
Gain on sale of property and equipment	(43)	(221)
Other	32,682	29,255
Restructuring costs		376
Total consolidated operating expenses	703,248	687,276
OPERATING INCOME
OPERATING INCOME	8,591	12,725
OTHER INCOME (COSTS)
Interest and dividend income	1,478	526
Interest and other related financing costs	(2,882)	(2,059)
Other, net	(591)	(2,201)
TOTAL OTHER INCOME (COSTS)	(1,995)	(3,734)
INCOME BEFORE INCOME TAXES	6,596	8,991
Operating Segments | Asset-Based
REVENUES
Revenues	506,079	482,115
OPERATING EXPENSES
Salaries, wages, and benefits	280,276	269,779
Fuel, supplies, and expenses	64,727	62,193
Operating taxes and licenses	12,398	11,756
Insurance	7,991	6,628
Communications and utilities	4,620	4,521
Depreciation and amortization	20,980	20,930
Rents and purchased transportation	49,912	46,133
Shared services	50,712	45,607
Gain on sale of property and equipment	(34)	(133)
Other	882	1,299
Total consolidated operating expenses	492,464	468,713
OPERATING INCOME
OPERATING INCOME	13,615	13,402
Operating Segments | ArcBest
REVENUES
Revenues	173,204	181,933
OPERATING EXPENSES
Purchased transportation	140,105	148,372
Supplies and expenses	2,774	3,230
Depreciation and amortization	3,151	3,408
Shared services	23,031	21,868
Other	2,413	1,881
Restructuring costs		9
Total consolidated operating expenses	171,474	178,768
OPERATING INCOME
OPERATING INCOME	1,730	3,165
Operating Segments | FleetNet
REVENUES
Revenues	53,259	47,759
OPERATING EXPENSES
Total consolidated operating expenses	51,771	46,238
OPERATING INCOME
OPERATING INCOME	1,488	1,521
Other and eliminations
REVENUES
Revenues	(20,703)	(11,806)
OPERATING EXPENSES
Total consolidated operating expenses	(12,461)	(6,443)
OPERATING INCOME
OPERATING INCOME	$ (8,242)	$ (5,363)

OPERATING SEGMENT DATA - (Opera

OPERATING SEGMENT DATA - (Operating Expenses) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING EXPENSES
Salaries, wages, and benefits	$ 343,668	$ 328,757
Rents, purchased transportation, and other costs of services	221,025	223,756
Fuel, supplies, and expenses	79,336	78,646
Depreciation and amortization	26,537	26,486
Other	32,682	29,255
Restructuring costs		376
Total consolidated operating expenses	$ 703,248	$ 687,276

LEGAL PROCEEDINGS, ENVIRONMEN_2

LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS (Environmental Matters) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)tankstate	Dec. 31, 2018USD ($)
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 | $	$ 0.6	$ 0.6