8-K
ARCBEST CORP /DE/ (ARCB)
June 30
UNITED **** STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2025 (July 30, 2025)
ARCBEST **** CORPORATION
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 0-19969 | 71-0673405 |
| (State or other jurisdiction of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 8401 McClure Drive<br><br>Fort Smith , Arkansas<br><br>(Address of principal executive offices) | | 72916<br><br>(Zip Code)<br><br> |
| |
Registrant’s telephone number, including area code: (479) 785-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|---|
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|---|
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | |
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $0.01 Par Value | ARCB | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company**☐**
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 30, 2025, ArcBest^®^ (Nasdaq: ARCB) (the “Company”) issued a press release announcing its unaudited second quarter 2025 results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Additional supplemental information and presentation slides to be used in connection with the scheduled conference call to discuss the second quarter results are furnished as Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP financial measures and ratios and other information utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing the Company’s core operating performance and provide meaningful comparisons between current and prior period results, as well as important information regarding performance trends. The use of certain non-GAAP measures improves comparability in analyzing ArcBest’s performance because it removes the impact of items from operating results that, in management’s opinion, do not reflect ArcBest’s core operating performance.
The press release in Exhibit 99.1, the supplemental information in Exhibit 99.2, and the presentation slides in Exhibit 99.3 include certain non-GAAP information. Certain information discussed in the scheduled conference call could also be considered non-GAAP measures. Reconciliations of the non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.1 herein, including reconciliations of GAAP earnings and earnings per share to non-GAAP financial measures, reconciliations of GAAP to non-GAAP effective tax rates, and calculations of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Reconciliations of non-GAAP measures included in the presentation slides to the most directly comparable GAAP financial measures are also included within Exhibit 99.3 herein.
Management believes EBITDA and Adjusted EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in ArcBest’s credit agreement. Other companies may calculate EBITDA and Adjusted EBITDA differently; therefore, ArcBest’s calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, ArcBest’s reported results. These financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as determined under GAAP.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
| | <br><br> | |
|---|---|---|
| Exhibit No. | | <br><br>Description of Exhibit |
| | | |
| 99.1 | | Press release of ArcBest dated July 30, 2025 |
| 99.2 | | Supplemental information dated July 30, 2025 |
| 99.3 | | Earnings conference call presentation dated July 30, 2025 |
| 104 | | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
|---|---|---|---|
| | | | ARCBEST CORPORATION |
| | | | |
| | | | (Registrant) |
| | | | |
| Date: | July 30, 2025 | | /s/ Michael R. Johns |
| | Michael R. Johns | ||
| | Chief Legal Officer<br><br>and Corporate Secretary | ||
| |
December 31
Exhibit 99.1

| | |
|---|---|
| Investor Relations Contact: Amy Mendenhall | Media Contact: Autumnn Mahar |
| Phone: 479-785-6200 | Phone: 479-494-8221 |
| Email: invrel@arcb.com | Email: amahar@arcb.com |
ArcBest Announces Second Quarter 2025 Results
| ● | Asset-Based shipment and tonnage growth despite soft freight environment |
|---|---|
| ● | Over $47 million returned to shareholders through share repurchases and dividends in first half of 2025 |
| --- | --- |
FORT SMITH, Arkansas, July 30, 2025 — ArcBest^®^ (Nasdaq: ARCB), a leader in supply chain logistics, today announced financial results for the second quarter ended June 30, 2025.
Second quarter 2025 revenue totaled $1.0 billion, compared to $1.1 billion in the prior-year period. Net income from continuing operations was $25.8 million, or $1.12 per diluted share, versus $46.9 million, or $1.96 per diluted share, in the second quarter of 2024. On a non-GAAP basis, net income was $31.2 million, or $1.36 per diluted share, compared to $47.4 million, or $1.98 per diluted share, in the prior year.
“Despite ongoing macroeconomic challenges, I commend our team for their continued commitment to meeting customer needs and achieving solid results,” said Judy R. McReynolds, ArcBest Chairman and CEO. “In today’s rapidly evolving environment, our customers are seeking flexible, forward-thinking solutions. Thanks to the deep expertise across our organization and our integrated offerings, we’re well-positioned to meet those needs with a high level of service.”
Seth Runser, ArcBest CEO-elect and President added, “We’re executing with discipline and agility across our network, leveraging our integrated capabilities to deliver value in every market. As we continue optimizing operations and deepening customer relationships, we’re building momentum for long-term growth.”
Results of Operations Comparisons
Asset-Based
Second Quarter 2025 Versus Second Quarter 2024
| ● | Revenue of $713.3 million compared to $712.7 million, a per-day increase of 0.9 percent |
|---|---|
| ● | Total tonnage per day increase of 4.3 percent |
| --- | --- |
| ● | Total shipments per day increase of 5.6 percent |
| --- | --- |
| ● | Total billed revenue per hundredweight decrease of 3.1 percent |
| --- | --- |
| ● | Operating income of $51.0 million and an operating ratio of 92.8 percent, compared to $72.8 million and an operating ratio of 89.8 percent |
| --- | --- |
Tonnage growth was driven by a 5.6 percent increase in daily shipments, primarily from newly onboarded core LTL customers. This was partially offset by a 1.2 percent decline in total weight per shipment. While new shipments were generally heavier, ongoing weakness in the manufacturing sector continues to pressure weight per shipment metrics and profitability.
To support shipment growth, we proactively expanded our labor force and strategically utilized purchased transportation and local cartage to enhance network capacity during peak vacation season. Although higher labor and purchased transportation costs impacted expenses, productivity improvements helped onboard new business efficiently while maintaining premium service standards. As a result, cost per shipment improved year-over-year and sequentially.
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Customer contract renewals and deferred pricing agreements averaged a 4 percent increase during the quarter. Revenue per hundredweight decreased by 3.1 percent in the second quarter, compared to the second quarter of 2024. Price improvements were offset by lower fuel surcharge revenue and a shift in freight profile. Excluding fuel surcharges, revenue per hundredweight declined in the low-single digits year-over-year. A 5.9 percent general rate increase, announced July 14, will take effect August 4. Overall, LTL industry pricing remains rational.
Compared sequentially to the first quarter of 2025, second quarter 2025 revenue per day increased 9.5 percent. Shipments per day increased 8.0 percent and weight per shipment increased 3.2 percent, resulting in an 11.5 percent increase in tonnage per day. Revenue per shipment increased 1.4 percent, while billed revenue per hundredweight declined 1.7 percent, reflecting the impact of a higher proportion of heavier-weight shipments added during the second quarter and lower fuel surcharges. Excluding fuel surcharges, revenue per hundredweight decreased less than one percent. The sequential operating ratio improved by 310 basis points, consistent with the historical seasonal range of 300–400 basis points.
Asset-Light
Second Quarter 2025 Versus Second Quarter 2024
| ● | Revenue of $341.9 million compared to $395.8 million, a per-day decrease of 12.9 percent |
|---|---|
| ● | Operating income of $0.6 million compared to operating loss of $9.5 million |
| --- | --- |
| ● | On a non-GAAP basis, operating income of $1.1 million compared to operating loss of $2.5 million |
| --- | --- |
| ● | Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), as defined in the attached non-GAAP reconciliation tables, of $2.5 million compared to negative $0.6 million |
| --- | --- |
Revenue declines were primarily due to lower revenue per shipment in a soft rate environment and a higher mix of managed transportation business, which typically involves smaller, lower-revenue shipments. A 6.5 percent decline in shipments per day reflected a strategic reduction in less profitable truckload volumes, partially offset by continued growth in managed solutions.
Despite revenue declines, the Asset-Light segment delivered its first quarter of non-GAAP operating income since the second quarter of 2023, supported by improved margins, disciplined cost control, and productivity gains.
Compared sequentially to first quarter of 2025, second quarter 2025 daily revenue was down 4.7 percent, as shipments per day decreased 4.3 percent, and revenue per shipment was down 0.5 percent. However, margin expansion and disciplined cost management contributed to an improvement in operating results.
Conference Call
ArcBest will host a conference call with company executives to discuss the quarterly results. The call will be today, Wednesday, July 30, 2025, at 9:00 a.m. EDT (8:00 a.m. CDT). Interested parties are invited to listen by calling (800) 715-9871 or by joining the webcast which can be found on ArcBest’s website at arcb.com. Slides to accompany this call are included in Exhibit 99.3 of the Form 8-K filed on July 30, 2025, will be posted and available to download on the company’s website prior to the scheduled conference time, and will be included in the webcast. Following the call, a recorded playback will be available through the end of the day on August 13, 2025. To listen to the playback, dial (800) 770-2030. The conference call ID for the live conference call and the playback is 6423434. The conference call and playback can also be accessed through August 13, 2025, on ArcBest’s website at arcb.com.
About ArcBest
ArcBest^®^ (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with 14,000 employees across 250 campuses and service centers, the company is a logistics powerhouse, using its technology, expertise and scale to connect shippers with the solutions they need — from ground, air and ocean transportation to fully managed supply chains. ArcBest has a long history of innovation that is enriched by deep customer relationships. With a commitment to helping customers navigate supply chain challenges now and in the future, the company is developing ground-breaking technology like Vaux™, one of the TIME Best Inventions of 2023. For more information, visit arcb.com.
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The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: data privacy breaches, cybersecurity incidents, and/or failures of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely; interruption or failure of third-party software or information technology systems, including but not limited to licensed software; untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes; the loss or reduction of business from large customers or an overall reduction in our customer base; the timing and performance of growth initiatives and the ability to manage our cost structure; the cost, integration, and performance of acquisitions and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; maintaining our corporate reputation and intellectual property rights; establishing and maintaining adequate internal controls over financial reporting; nationwide or global disruption in the supply chain resulting in increased volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; the effects of a widespread outbreak of an illness or disease or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, health epidemics, geopolitical conflicts, acts of war, cybersecurity incidents, or trade restrictions; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”).
For additional information regarding known material factors that could cause our actual results to differ from those expressed in these forward-looking statements, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
Financial Data and Operating Statistics
The following tables show financial data and operating statistics on ArcBest^®^ and its reportable segments.
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ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATION****S
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | |||||||
| | | June 30 | | June 30 | | |||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||
| | | (Unaudited) | | |||||||||
| | | ( thousands, except share and per share data) | | |||||||||
| REVENUES | | | $ | 1,077,831 | | $ | 1,989,333 | | $ | 2,114,250 | | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | 1,028,986 | | **** | 1,945,394 | | | 2,042,970 | | |
| | | | | | | | | | | | | |
| OPERATING INCOME | | | 48,845 | | **** | 43,939 | | 71,280 | | |||
| | | | | | | | | | | | | |
| OTHER INCOME (COSTS) | | | | | | | | | | | | |
| Interest and dividend income | | | 3,241 | | **** | 2,187 | | 6,556 | | |||
| Interest and other related financing costs | | | (2,078) | | **** | (5,711) | | (4,306) | | |||
| Other, net | | | (781) | | **** | (273) | | (28,980) | | |||
| | | | 382 | | **** | (3,797) | | (26,730) | | |||
| | | | | | | | | | | | | |
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | 49,227 | | **** | 40,142 | | 44,550 | | |||
| | | | | | | | | | | | | |
| INCOME TAX PROVISION | | | 2,303 | | **** | 11,202 | | 538 | | |||
| | | | | | | | | | | | | |
| NET INCOME FROM CONTINUING OPERATIONS | | | | | 46,924 | | | 28,940 | | | 44,012 | |
| | | | | | | | | | | | | |
| INCOME FROM DISCONTINUED OPERATIONS, net of tax^(1)^ | | | | | — | | | — | | | 600 | |
| | | | | | | | | | | | | |
| NET INCOME | | | $ | 46,924 | | $ | 28,940 | | $ | 44,612 | | |
| | | | | | | | | | | | | |
| BASIC EARNINGS PER COMMON SHARE^(2)^ | | | | | | | | | | | | |
| Continuing operations | | | $ | 1.99 | | $ | 1.25 | | $ | 1.87 | | |
| Discontinued operations^(1)^ | | | | | — | | | — | | | 0.03 | |
| | | | $ | 1.99 | | $ | 1.25 | | $ | 1.89 | | |
| | | | | | | | | | | | | |
| DILUTED EARNINGS PER COMMON SHARE^(2)^ | | | | | | | | | | | | |
| Continuing operations | | | $ | 1.96 | | $ | 1.25 | | $ | 1.83 | | |
| Discontinued operations^(1)^ | | | | | — | | | — | | | 0.02 | |
| | | | $ | 1.96 | | $ | 1.25 | | $ | 1.86 | | |
| | | | | | | | | | | | | |
| AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | |
| Basic | | | 23,618,318 | | **** | 23,070,812 | | 23,589,814 | | |||
| Diluted | | | 23,919,613 | | **** | 23,146,609 | | 24,025,499 | |
All values are in US Dollars.
| 1) | Represents adjustments related to the gain on sale of FleetNet America^®^ (“FleetNet”), which sold on February 28, 2023. |
|---|---|
| 2) | Earnings per common share is calculated in total and may not equal the sum of earnings per common share from continuing operations and discontinued operations due to rounding. |
| --- | --- |
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ARCBEST CORPORATION
CONSOLIDATED BALANCE SHEET****S
| | | | | | | |
|---|---|---|---|---|---|---|
| | | June 30 | | December 31 | | |
| | 2025 | 2024 | ||||
| | | (Unaudited) | | |||
| | | ( thousands, except share data) | | |||
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | | $ | 127,444 | | |
| Short-term investments | | | 29,759 | | ||
| Accounts receivable, less allowances (2025 - $8,104; 2024 - $8,257) | | | 394,838 | | ||
| Other accounts receivable, less allowances (2025 - $652; 2024 - $648) | | | 36,055 | | ||
| Prepaid expenses | | | 47,860 | | ||
| Prepaid and refundable income taxes | | | 28,641 | | ||
| Other | | | 11,045 | | ||
| TOTAL CURRENT ASSETS | | | 675,642 | | ||
| | | | | | | |
| PROPERTY, PLANT AND EQUIPMENT | | | | | | |
| Land and structures | | | 520,119 | | ||
| Revenue equipment | | | 1,166,161 | | ||
| Service, office, and other equipment | | | 351,907 | | ||
| Software | | | 182,396 | | ||
| Leasehold improvements | | | 32,263 | | ||
| | | | | | 2,252,846 | |
| Less allowances for depreciation and amortization | | | 1,186,800 | | ||
| PROPERTY, PLANT AND EQUIPMENT, net | | | 1,066,046 | | ||
| | | | | | | |
| GOODWILL | | | 304,753 | | ||
| INTANGIBLE ASSETS, net | | | 88,615 | | ||
| OPERATING RIGHT-OF-USE ASSETS | | | | | 192,753 | |
| DEFERRED INCOME TAXES | | | 9,536 | | ||
| OTHER LONG-TERM ASSETS | | | | | 92,386 | |
| TOTAL ASSETS | | | $ | 2,429,731 | | |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
| CURRENT LIABILITIES | | | | | | |
| Accounts payable | | | $ | 168,943 | | |
| Income taxes payable | | | — | | ||
| Accrued expenses | | | 398,700 | | ||
| Current portion of long-term debt | | | 63,978 | | ||
| Current portion of operating lease liabilities | | | | | 34,364 | |
| TOTAL CURRENT LIABILITIES | | | 665,985 | | ||
| | | | | | | |
| LONG-TERM DEBT, less current portion | | | 125,156 | | ||
| OPERATING LEASE LIABILITIES, less current portion | | | | | 189,978 | |
| POSTRETIREMENT LIABILITIES, less current portion | | | 13,361 | | ||
| DEFERRED INCOME TAXES | | | 78,649 | | ||
| OTHER LONG-TERM LIABILITIES | | | 42,240 | | ||
| | | | | | | |
| STOCKHOLDERS’ EQUITY | | | | | | |
| Common stock, $0.01 par value, authorized 70,000,000 shares;<br>issued 2025: 30,482,894 shares; 2024: 30,401,768 shares | | | 304 | | ||
| Additional paid-in capital | | | 329,575 | | ||
| Retained earnings | | | 1,435,250 | | ||
| Treasury stock, at cost, 2025: 7,680,406 shares; 2024: 7,114,844 shares | | | (451,039) | | ||
| Accumulated other comprehensive income | | | 272 | | ||
| TOTAL STOCKHOLDERS’ EQUITY | | | 1,314,362 | | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | | $ | 2,429,731 | |
All values are in US Dollars.
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ARCBEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW****S
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Six Months Ended | | |||
| | | June 30 | | |||
| | 2025 | 2024 | ||||
| | | (Unaudited) | | |||
| | | ( thousands) | | |||
| OPERATING ACTIVITIES | | | | | | |
| Net income | | | $ | 44,612 | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | | 66,693 | | ||
| Amortization of intangibles | | | 6,416 | | ||
| Share-based compensation expense | | | 6,322 | | ||
| Provision for losses on accounts receivable | | | 1,248 | | ||
| Change in deferred income taxes | | | (11,457) | | ||
| Loss on sale of property and equipment | | | 565 | | ||
| Pre-tax gain on sale of discontinued operations | | | | | (806) | |
| Change in fair value of contingent consideration | | | | | 11,170 | |
| Change in fair value of equity investment | | | | | 28,739 | |
| Changes in operating assets and liabilities: | | | | | | |
| Receivables | | | 38,702 | | ||
| Prepaid expenses | | | 5,199 | | ||
| Other assets | | | (2,789) | | ||
| Income taxes | | | (8,806) | | ||
| Operating right-of-use assets and lease liabilities, net | | | (7,262) | | ||
| Accounts payable, accrued expenses, and other liabilities | | | (38,344) | | ||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | | | 140,202 | | ||
| | | | | | | |
| INVESTING ACTIVITIES | | | | | | |
| Purchases of property, plant and equipment, net of financings | | | (104,909) | | ||
| Proceeds from sale of property and equipment | | | 2,341 | | ||
| Purchases of short-term investments | | | (5,236) | | ||
| Proceeds from sale of short-term investments | | | 28,504 | | ||
| Capitalization of internally developed software | | | (7,779) | | ||
| NET CASH USED IN INVESTING ACTIVITIES | | | (87,079) | | ||
| | | | | | | |
| FINANCING ACTIVITIES | | | | | | |
| Borrowings under credit facilities | | | — | | ||
| Payments on long-term debt | | | (35,705) | | ||
| Net change in book overdrafts | | | (4,146) | | ||
| Deferred financing costs | | | | — | | |
| Payment of common stock dividends | | | (5,647) | | ||
| Purchases of treasury stock | | | | | (31,627) | |
| Payments for tax withheld on share-based compensation | | | (22,634) | | ||
| NET CASH USED IN FINANCING ACTIVITIES | | | (99,759) | | ||
| | | | | | | |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (46,636) | | ||
| Cash and cash equivalents at beginning of period | | | 262,226 | | ||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | | | $ | 215,590 | | |
| | | | | | | |
| NONCASH INVESTING ACTIVITIES | | | | | | |
| Equipment financed | | | $ | 10,354 | | |
| Accruals for equipment received | | | $ | 3,904 | | |
| Lease liabilities arising from obtaining right-of-use assets | | | $ | 26,001 | |
All values are in US Dollars.
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ARCBEST CORPORATION
FINANCIAL STATEMENT OPERATING SEGMENT DATA AND OPERATING RATIOS
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended | | | Six Months Ended | **** | |||||||||||||||||
| | June 30 | | | June 30 | **** | |||||||||||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | |||||||||||||||
| | (Unaudited) | **** | ||||||||||||||||||||
| | ( thousands, except percentages) | **** | ||||||||||||||||||||
| REVENUES FROM CONTINUING OPERATIONS | | | | | | | | | | | | | | | | | | | | | | |
| Asset-Based | | $ | 712,725 | | $ | 1,359,606 | | $ | 1,384,192 | | | |||||||||||
| Asset-Light | | | | | 395,817 | | | | | **** | 697,934 | | | | | 792,180 | | | | |||
| Other and eliminations | | | | | (30,711) | | | | | **** | (68,207) | | | | | (62,122) | | | | |||
| Total consolidated revenues from continuing operations | | $ | 1,077,831 | | | $ | 1,989,333 | | $ | 2,114,250 | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES FROM CONTINUING OPERATIONS | | | | | | | | | | | | | | | | |||||||
| Asset-Based | | | | | | | | | | | | | | | | | | | | | | |
| Salaries, wages, and benefits | | 51.3 | % | | $ | 352,678 | | 49.5 | % | | $ | 710,070 | | 52.2 | % | | $ | 697,677 | | 50.4 | % | |
| Fuel, supplies, and expenses | | 11.2 | | | 82,938 | | 11.6 | | | **** | 157,476 | | 11.6 | | | 163,982 | | 11.8 | | |||
| Operating taxes and licenses | | 1.9 | | | 13,557 | | 1.9 | | | **** | 26,957 | | 2.0 | | | 27,086 | | 2.0 | | |||
| Insurance | | 2.5 | | | 16,964 | | 2.4 | | | **** | 35,616 | | 2.6 | | | 31,446 | | 2.3 | | |||
| Communications and utilities | | 0.7 | | | 4,412 | | 0.6 | | | **** | 10,960 | | 0.8 | | | 9,211 | | 0.7 | | |||
| Depreciation and amortization | | 4.4 | | | 26,646 | | 3.8 | | | **** | 62,254 | | 4.6 | | | 53,653 | | 3.9 | | |||
| Rents and purchased transportation | | 10.7 | | | 70,315 | | 9.9 | | | **** | 143,359 | | 10.6 | | | 135,986 | | 9.8 | | |||
| Shared services | | 9.8 | | | 72,245 | | 10.1 | | | **** | 132,311 | | 9.7 | | | 137,159 | | 9.9 | | |||
| (Gain) loss on sale of property and equipment | | — | | | (91) | | — | | | **** | (136) | | — | | | 58 | | — | | |||
| Other | | 0.3 | | | 269 | | — | | | **** | 3,293 | | 0.2 | | | 1,686 | | 0.1 | | |||
| Total Asset-Based | | | 92.8 | % | | | 639,933 | | 89.8 | % | | | 1,282,160 | | 94.3 | % | | | 1,257,944 | | 90.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Asset-Light | | | | | | | | | | | | | | | | | | | | | | |
| Purchased transportation | | 84.4 | % | | $ | 339,247 | | 85.7 | % | | $ | 593,194 | | 85.0 | % | | $ | 683,369 | | 86.3 | % | |
| Salaries, wages, and benefits | | | 7.5 | | | | 31,036 | | 7.8 | | | **** | 51,178 | | 7.3 | | | 61,340 | | 7.7 | | |
| Supplies and expenses | | | 0.5 | | | 2,768 | | 0.7 | | | **** | 3,478 | | 0.5 | | | 5,577 | | 0.7 | | ||
| Depreciation and amortization^(1)^ | | 1.4 | | | 5,039 | | 1.3 | | | **** | 9,223 | | 1.3 | | | 10,117 | | 1.3 | | |||
| Shared services | | | 5.4 | | | 17,297 | | 4.4 | | | **** | 36,575 | | 5.3 | | | 33,571 | | 4.2 | | ||
| Contingent consideration^(2)^ | | | (0.8) | | | 3,850 | | 1.0 | | | **** | (2,650) | | (0.4) | | | 11,170 | | 1.4 | | ||
| Other | | 1.4 | | | 6,078 | | 1.5 | | | **** | 10,725 | | 1.5 | | | 11,792 | | 1.5 | | |||
| Total Asset-Light | | 99.8 | % | | 405,315 | | 102.4 | % | | **** | 701,723 | | 100.5 | % | | 816,936 | | 103.1 | % | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| Other and eliminations^(3)^ | | | | | (16,262) | | | | | **** | (38,489) | | | | | (31,910) | | | | |||
| Total consolidated operating expenses from continuing operations | | 96.4 | % | | $ | 1,028,986 | | 95.5 | % | | $ | 1,945,394 | | 97.8 | % | | $ | 2,042,970 | | 96.6 | % | |
| | | | | | | | | | | | | | | | | | | | | | | |
| OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS | | | | | | | | | | | | | | | | |||||||
| Asset-Based | | | | | $ | 72,792 | | | | | $ | 77,446 | | | | | $ | 126,248 | | | | |
| Asset-Light | | | | | (9,498) | | | | | | (3,789) | | | | | | (24,756) | | | | ||
| Other and eliminations^(3)^ | | | | | (14,449) | | | | | **** | (29,718) | | | | | (30,212) | | | | |||
| Total consolidated operating income from continuing operations | | | | | $ | 48,845 | | | | | $ | 43,939 | | | | | $ | 71,280 | | | |
All values are in US Dollars.
| 1) | Includes amortization of intangibles associated with acquired businesses. |
|---|---|
| 2) | Represents the change in fair value of the contingent earnout consideration recorded for the MoLo acquisition. The liability for contingent consideration is remeasured at each quarterly reporting date, and any change in fair value as a result of the recurring assessments is recognized in operating income (loss). The Company reduced the contingent consideration for the MoLo acquisition to zero in second quarter 2025, reflecting the probability of no earnout payment based on projections of adjusted earnings before interest, taxes, depreciation, and amortization for 2025. |
| --- | --- |
| 3) | “Other and eliminations” includes corporate costs for certain unallocated shared service costs which are not attributable to any segment, additional investments to offer comprehensive transportation and logistics services across multiple operating segments, costs related to our customer pilot offering of Vaux, and other investments in ArcBest technology and innovations. |
| --- | --- |
7
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures and ratios utilized for internal analysis provide analysts, investors, and others the same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons between current and prior period results, as well as important information regarding performance trends. Accordingly, non-GAAP results are presented on a continuing operations basis, excluding the discontinued operations of FleetNet, which sold on February 28, 2023. The use of certain non-GAAP measures improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's opinion, do not reflect our core operating performance. Other companies may calculate non-GAAP measures differently; therefore, our calculation may not be comparable to similarly titled measures of other companies. Certain information discussed in the scheduled conference call could be considered non-GAAP measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results. These financial measures should not be construed as better measurements than operating income, net income or earnings per share, as determined under GAAP.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | ||||||||
| | | June 30 | | June 30 | | |||||||
| | 2025 | | 2024 | **** | 2025 | | 2024 | | ||||
| ArcBest Corporation — Consolidated | | (Unaudited) | | |||||||||
| | | ( thousands, except per share data) | | |||||||||
| Operating Income from Continuing Operations | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 48,845 | | $ | 43,939 | | $ | 71,280 | | |
| Innovative technology costs, pre-tax^(1)^ | | | | | 8,311 | | | 14,636 | | | 18,009 | |
| Purchase accounting amortization, pre-tax^(2)^ | | | | | 3,192 | | | 6,384 | | | 6,384 | |
| Change in fair value of contingent consideration, pre-tax^(3)^ | | | | | 3,850 | | | (2,650) | | | 11,170 | |
| Non-GAAP amounts | | | $ | 64,198 | | $ | 62,309 | | $ | 106,843 | | |
| | | | | | | | | | | | | |
| Net Income from Continuing Operations | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 46,924 | | $ | 28,940 | | $ | 44,012 | | |
| Innovative technology costs, after-tax (includes related financing costs)^(1)^ | | | | | 6,380 | | | 11,152 | | | 13,820 | |
| Purchase accounting amortization, after-tax^(2)^ | | | | | 2,400 | | | 4,796 | | | 4,801 | |
| Change in fair value of contingent consideration, after-tax^(3)^ | | | | | 2,896 | | | (1,991) | | | 8,401 | |
| Change in fair value of equity investment, after-tax^(4)^ | | | | | — | | | — | | | 21,603 | |
| Life insurance proceeds and changes in cash surrender value | | | | | (440) | | | (741) | | | (1,673) | |
| Tax expense (benefit) from vested RSUs^(5)^ | | | | | (10,777) | | | 992 | | | (11,264) | |
| Non-GAAP amounts | | | $ | 47,383 | | $ | 43,148 | | $ | 79,700 | | |
| | | | | | | | | | | | | |
| Diluted Earnings Per Share from Continuing Operations | | | | | | | | | | | | |
| Amounts on GAAP basis | | | $ | 1.96 | | $ | 1.25 | | $ | 1.83 | | |
| Innovative technology costs, after-tax (includes related financing costs)^(1)^ | | | | | 0.27 | | | 0.48 | | | 0.58 | |
| Purchase accounting amortization, after-tax^(2)^ | | | | | 0.10 | | | 0.21 | | | 0.20 | |
| Change in fair value of contingent consideration, after-tax^(3)^ | | | | | 0.12 | | | (0.09) | | | 0.35 | |
| Change in fair value of equity investment, after-tax^(4)^ | | | | | — | | | — | | | 0.90 | |
| Life insurance proceeds and changes in cash surrender value | | | | | (0.02) | | | (0.03) | | | (0.07) | |
| Tax expense (benefit) from vested RSUs^(5)^ | | | | | (0.45) | | | 0.04 | | | (0.47) | |
| Non-GAAP amounts^(6)^ | | | $ | 1.98 | | $ | 1.86 | | $ | 3.32 | |
All values are in US Dollars.
See “Notes to Non-GAAP Financial Tables” for footnotes to this ArcBest Corporation – Consolidated non-GAAP table.
8
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Six Months Ended | | |||||||||||||||||||
| | | June 30 | | |||||||||||||||||||
| | | 2024 | | 2025 | | 2024 | | |||||||||||||||
| Segment Operating Income (Loss) Reconciliations | | |||||||||||||||||||||
| | | |||||||||||||||||||||
| Asset-Light Segment | | | | | | | | | | | | | | | | | | | | | | |
| Operating Income (Loss) () and Operating Ratio (% of revenues) | | | | | | | | | | | | | | | | |||||||
| Amounts on GAAP basis | | 99.8 | % | | $ | (9,498) | | 102.4 | % | | $ | (3,789) | | 100.5 | % | | $ | (24,756) | | 103.1 | % | |
| Purchase accounting amortization, pre-tax(2) | | (0.9) | | | | 3,192 | | (0.8) | | | | 6,384 | | (0.9) | | | | 6,384 | | (0.8) | | |
| Change in fair value of contingent consideration, pre-tax(3) | | 0.8 | | | | 3,850 | | (1.0) | | | | (2,650) | | 0.4 | | | | 11,170 | | (1.4) | | |
| Non-GAAP amounts(6) | | 99.7 | % | | $ | (2,456) | | 100.6 | % | | $ | (55) | | 100.0 | % | | $ | (7,202) | | 100.9 | % | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Other and Eliminations | | | | | | | | | | | | | | | | | | | | | | |
| Operating Loss () | | | | | | | | | | | | | | | | | ||||||
| Amounts on GAAP basis | | | | | $ | (14,449) | | | | | $ | (29,718) | | | | | $ | (30,212) | | | | |
| Innovative technology costs, pre-tax(1) | | | | | | 8,311 | | | | | | 14,636 | | | | | | 18,009 | | | | |
| Non-GAAP amounts | | | | | $ | (6,138) | | | | | $ | (15,082) | | | | | $ | (12,203) | | | | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for footnotes to this Segment Operating Income (Loss) Reconciliations non-GAAP table.
9
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Effective Tax Rate Reconciliation | | | | | | | | | | | | | | | ||||
| ArcBest Corporation - Consolidated | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| (Unaudited) | | | | | | | | | | | | | | | | | | |
| ($ thousands, except percentages) | | Three Months Ended June 30, 2025 | ||||||||||||||||
| | | | | | Other | | Income | | Income | | | | | | ||||
| CONTINUING OPERATIONS | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(7)^ | ||||||
| Amounts on GAAP basis | | $ | 37,309 | | $ | (1,341) | | $ | 35,968 | | $ | 10,159 | | $ | 25,809 | | 28.2 | % |
| Innovative technology costs^(1)^ | | | 7,123 | | | 94 | | | 7,217 | | | 1,789 | | | 5,428 | | 24.8 | |
| Purchase accounting amortization^(2)^ | | | 3,192 | | | — | | | 3,192 | | | 794 | | | 2,398 | | 24.9 | |
| Change in fair value of contingent consideration^(3)^ | | | (2,650) | | | — | | | (2,650) | | | (659) | | | (1,991) | | (24.9) | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (1,428) | | | (1,428) | | | — | | | (1,428) | | — | |
| Tax expense from vested RSUs^(5)^ | | | — | | | — | | | — | | | (995) | | | 995 | | — | |
| Non-GAAP amounts | | $ | 44,974 | | $ | (2,675) | | $ | 42,299 | | $ | 11,088 | | $ | 31,211 | | 26.2 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Six Months Ended June 30, 2025 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | | ||||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(7)^ | ||||||
| Amounts on GAAP basis | | $ | 43,939 | | $ | (3,797) | | $ | 40,142 | | $ | 11,202 | | $ | 28,940 | | 27.9 | % |
| Innovative technology costs^(1)^ | | | 14,636 | | | 193 | | | 14,829 | | | 3,677 | | | 11,152 | | 24.8 | |
| Purchase accounting amortization^(2)^ | | | 6,384 | | | — | | | 6,384 | | | 1,588 | | | 4,796 | | 24.9 | |
| Change in fair value of contingent consideration^(3)^ | | | (2,650) | | | — | | | (2,650) | | | (659) | | | (1,991) | | (24.9) | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (741) | | | (741) | | | — | | | (741) | | — | |
| Tax expense from vested RSUs^(5)^ | | | — | | | — | | | — | | | (992) | | | 992 | | — | |
| Non-GAAP amounts | | $ | 62,309 | | $ | (4,345) | | $ | 57,964 | | $ | 14,816 | | $ | 43,148 | | 25.6 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended June 30, 2024 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | |||||
| CONTINUING OPERATIONS | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(7)^ | ||||||
| Amounts on GAAP basis | | $ | 48,845 | | $ | 382 | | $ | 49,227 | | $ | 2,303 | | $ | 46,924 | | 4.7 | % |
| Innovative technology costs^(1)^ | | | 8,311 | | | 172 | | | 8,483 | | | 2,103 | | | 6,380 | | 24.8 | |
| Purchase accounting amortization^(2)^ | | | 3,192 | | | — | | | 3,192 | | | 792 | | | 2,400 | | 24.8 | |
| Change in fair value of contingent consideration^(3)^ | | | 3,850 | | | — | | | 3,850 | | | 954 | | | 2,896 | | 24.8 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (440) | | | (440) | | | — | | | (440) | | — | |
| Tax benefit from vested RSUs^(5)^ | | | — | | | — | | | — | | | 10,777 | | | (10,777) | | — | |
| Non-GAAP amounts | | $ | 64,198 | | $ | 114 | | $ | 64,312 | | $ | 16,929 | | $ | 47,383 | | 26.3 | % |
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Six Months Ended June 30, 2024 | ||||||||||||||||
| | | | | Other | | Income | | Income | | | | | | | ||||
| | | Operating | | Income | | Before Income | | Tax | | Net | | | ||||||
| | | Income | | (Costs) | | Taxes | | Provision | | Income | | Tax Rate^(7)^ | ||||||
| Amounts on GAAP basis | | $ | 71,280 | | $ | (26,730) | | $ | 44,550 | | $ | 538 | | $ | 44,012 | | 1.2 | % |
| Innovative technology costs^(1)^ | | | 18,009 | | | 367 | | | 18,376 | | | 4,556 | | | 13,820 | | 24.8 | |
| Purchase accounting amortization^(2)^ | | | 6,384 | | | — | | | 6,384 | | | 1,583 | | | 4,801 | | 24.8 | |
| Change in fair value of contingent consideration^(3)^ | | | 11,170 | | | — | | | 11,170 | | | 2,769 | | | 8,401 | | 24.8 | |
| Change in fair value of equity investment^(4)^ | | | — | | | 28,739 | | | 28,739 | | | 7,136 | | | 21,603 | | 24.8 | |
| Life insurance proceeds and changes in cash surrender value | | | — | | | (1,673) | | | (1,673) | | | — | | | (1,673) | | — | |
| Tax benefit from vested RSUs^(5)^ | | | — | | | — | | | — | | | 11,264 | | | (11,264) | | — | |
| Non-GAAP amounts | | $ | 106,843 | | $ | 703 | | $ | 107,546 | | $ | 27,846 | | $ | 79,700 | | 25.9 | % |
Note: See “Notes to Non-GAAP Financial Tables” for footnotes to this Effective Tax Rate Reconciliation non-GAAP table.
10
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)
Management uses Adjusted EBITDA as a key measure of performance and for business planning. The measure is particularly meaningful for analysis of operating performance because it excludes amortization of acquired intangibles and software of the Asset-Light segment, changes in the fair values of contingent consideration and equity investment, which are significant expenses or gains resulting from strategic decisions or other factors rather than core daily operations. Additionally, Adjusted EBITDA is a primary component of the financial covenants contained in our credit agreement. The calculation of Consolidated Adjusted EBITDA as presented below begins with net income from continuing operations, which is the most directly comparable GAAP measure. The calculation of Asset-Light Adjusted EBITDA as presented below begins with operating income (loss), as other income (costs), income taxes, and net income from continuing operations are reported at the consolidated level and not included in the operating segment financial information evaluated by management to make operating decisions.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | ||||||||
| | | June 30 | | | June 30 | | ||||||
| | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| | | (Unaudited) | **** | |||||||||
| | | ( thousands) | ||||||||||
| ArcBest Corporation - Consolidated Adjusted EBITDA from Continuing Operations | | | ||||||||||
| Net Income from Continuing Operations | | | $ | 46,924 | | $ | 28,940 | | $ | 44,012 | | |
| Interest and other related financing costs | | | 2,078 | | 5,711 | | 4,306 | | ||||
| Income tax provision | | | 2,303 | | 11,202 | | 538 | | ||||
| Depreciation and amortization^(8)^ | | | 36,276 | | **** | 80,890 | | 73,109 | | |||
| Amortization of share-based compensation | | | 3,433 | | **** | 6,162 | | 6,322 | | |||
| Change in fair value of contingent consideration^(3)^ | | | 3,850 | | **** | (2,650) | | 11,170 | | |||
| Change in fair value of equity investment^(4)^ | | | | — | | | — | | | 28,739 | | |
| Consolidated Adjusted EBITDA from Continuing Operations | | | $ | 94,864 | | $ | 130,255 | | $ | 168,196 | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for footnotes to this ArcBest Corporation – Consolidated Adjusted EBITDA from Continuing Operations non-GAAP table.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Six Months Ended | | |||||||
| | | June 30 | | June 30 | | |||||||
| | 2025 | | 2024 | | 2025 | | 2024 | | ||||
| | | (Unaudited) | | |||||||||
| | | ( thousands) | | |||||||||
| Asset-Light Adjusted EBITDA | | | | | | | | | | | | |
| Operating Income (Loss) | | | $ | (9,498) | | $ | (3,789) | | $ | (24,756) | | |
| Depreciation and amortization^(8)^ | | | | | 5,039 | | | 9,223 | | | 10,117 | |
| Change in fair value of contingent consideration^(3)^ | | | | | 3,850 | | | (2,650) | | | 11,170 | |
| Asset-Light Adjusted EBITDA | | | $ | (609) | | $ | 2,784 | | $ | (3,469) | |
All values are in US Dollars.
Note: See “Notes to Non-GAAP Financial Tables” for footnotes to this Asset-Light Adjusted EBITDA non-GAAP table.
11
ARCBEST CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES – Continued
Notes to Non-GAAP Financial Tables
The following footnotes apply to the non-GAAP financial tables presented in this press release.
| 1) | Represents costs related to our customer pilot offering of Vaux and initiatives to optimize our performance through technological innovation. |
|---|---|
| 2) | Represents the amortization of acquired intangible assets in the Asset-Light segment. |
| --- | --- |
| 3) | Represents change in fair value of the contingent earnout consideration recorded for the MoLo acquisition, as previously described in the footnotes to the Financial Statement Operating Segment Data and Operating Ratios table. |
| --- | --- |
| 4) | Represents a noncash impairment charge to write off an equity investment in Phantom Auto, a provider of human-centered remote operation software, which ceased operations during first quarter 2024. |
| --- | --- |
| 5) | Represents recognition of the tax impact for the vesting of share-based compensation. |
| --- | --- |
| 6) | Non-GAAP amounts are calculated in total and may not equal the sum of GAAP amounts and non-GAAP adjustments due to rounding. |
| --- | --- |
| 7) | Tax rate for total “Amounts on GAAP basis” represents the effective tax rate. The tax effects of non-GAAP adjustments are calculated based on the statutory rate applicable to each item based on tax jurisdiction unless the nature of the item requires the tax effect to be estimated by applying a specific tax treatment. |
| --- | --- |
| 8) | Includes amortization of intangibles associated with acquired businesses. |
| --- | --- |
12
ARCBEST CORPORATION
OPERATING STATISTICS
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | | Six Months Ended | | ||||||||||||
| | | June 30 | | | June 30 | | ||||||||||||
| | **** | 2025 | **** | 2024 | **** | % Change | **** | **** | 2025 | **** | 2024 | **** | % Change | | ||||
| | | (Unaudited) | | |||||||||||||||
| Asset-Based | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Workdays | **** | | 63.5 | | 64.0 | | | | 126.5 | | 127.5 | | | | ||||
| | | | | | | | | | | | | | | | | | | |
| Billed Revenue^(1)^ / CWT | | $ | 48.54 | | $ | 50.09 | (3.1%) | | | $ | 48.94 | | $ | 49.34 | (0.8%) | | ||
| | | | | | | | | | | | | | | | | | | |
| Billed Revenue^(1)^ / Shipment | | $ | 537.94 | | $ | 562.17 | (4.3%) | | | $ | 534.37 | | $ | 552.64 | (3.3%) | | ||
| | | | | | | | | | | | | | | | | | | |
| Tonnage / Day | | **** | 11,666 | | 11,186 | 4.3% | | | **** | 11,068 | | 11,062 | 0.1% | | ||||
| | | | | | | | | | | | | | | | | | | |
| Shipments / Day | | **** | 21,051 | | 19,934 | 5.6% | | | **** | 20,274 | | 19,751 | 2.6% | | ||||
| | | | | | | | | | | | | | | | | | | |
| Shipments / DSY hour | | **** | 0.451 | | 0.448 | 0.7% | | | **** | 0.449 | | 0.445 | 0.9% | | ||||
| | | | | | | | | | | | | | | | | | | |
| Weight / Shipment | | **** | 1,108 | | 1,122 | | (1.2%) | | | | 1,092 | | 1,120 | | (2.5%) | | ||
| | | | | | | | | | | | | | | | | | | |
| Average Length of Haul (Miles) | | **** | 1,131 | | 1,135 | (0.4%) | | | **** | 1,128 | | 1,123 | 0.4% | | ||||
| | | | | | | | | | | | | | | | | | | |
| 1) | Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue used for calculating revenue per hundredweight measurements has not been adjusted for the portion of revenue deferred for financial statement purposes. |
|---|
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year Over Year % Change | ||||
| | | Three Months Ended | Six Months Ended | |||
| | **** | June 30, 2025 | June 30, 2025 | |||
| | | (Unaudited) | ||||
| Asset-Light | | | | | | |
| | | | | | | |
| Revenue / Shipment | | | (6.9%) | | | (6.4%) |
| | | | | | | |
| Shipments / Day | | | (6.5%) | | | (5.1%) |
| | | | | | | |
| Shipments / Employee / Day | | | 14.8% | | | 19.2% |
13
Exhibit 99.2
ArcBest^®^ is providing this exhibit as supplemental information to its scheduled conference call and the press release announcing the Company’s unaudited second quarter 2025 results filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K. Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Forward-Looking Statements” disclosure at the end of this exhibit.
Non-GAAP Financial Measures
ArcBest reports its financial results in accordance with generally accepted accounting principles (“GAAP”); however, this exhibit includes certain non-GAAP information. Refer to the discussion of non-GAAP information included in Item 2.02 of the Current Report on Form 8-K to which this exhibit is included for further information, including reference to reconciliations of GAAP to non-GAAP financial measures provided by the Company.
Summary Operating and Financial Impacts
| ● | Statistics for July 2025 are preliminary but are not expected to differ materially from actual results. |
|---|---|
| ● | There are 22.0 workdays in July 2025, and there were 21.5 workdays in July 2024. |
| --- | --- |
| ● | There will be 64.0 workdays in 3Q’25, and there were 63.5 workdays in 3Q’24. |
| --- | --- |
Asset-Based Operating Segment
Average price increase on contract renewals and deferred pricing agreements negotiated during 2Q’25: +4.0%
Year-over-Year Business Trends
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | | April 2025 | | May 2025 | | June 2025 | | July 2025 | ||||
| | | | | | | | | | | | | | |
| Billed Revenue/Day^(1)^ | | | Flat | | | +2.3 | % | | +0.6 | % | | -1 | % |
| Total Tons/Day | | +3.6 | % | +6.3 | % | +2.8 | % | Flat | | ||||
| Total Shipments/Day | | +5.7 | % | +6.9 | % | +4.2 | % | +2 | % | ||||
| Total Billed Revenue/CWT | | | -3.4 | % | | -3.8 | % | | -2.1 | % | -1 | % | |
| Total Billed Revenue/Shipment | | | -5.4 | % | | -4.3 | % | | -3.4 | % | -4 | % | |
| Total Weight/Shipment | | | -2.0 | % | | -0.5 | % | | -1.4 | % | -2 | % |
| 1) | Revenue for undelivered freight is deferred for financial statement purposes in accordance with the Asset-Based segment revenue recognition policy. Billed revenue per day has not been adjusted for the portion of revenue deferred for financial statement purposes. |
|---|
In July 2025, Asset-Based daily shipments grew 2% year-over-year, reflecting success in capturing new core business opportunities. The market backdrop drove a 2% decrease in weight per shipment, and daily tonnage levels were flat compared to the same period last year.
July revenue per hundredweight is down 1% year-over-year, both including and excluding fuel. This decrease was partly driven by an increase in shipments from core customers with easier-to-handle freight, which generally have a lower revenue per hundredweight profile but are operationally more efficient. Additionally, there was a decline in shipments within the manufacturing vertical, where we typically see a higher revenue per hundredweight profile. The ongoing trend of fewer household goods moves, influenced by current economic and interest rate conditions, also continued to impact our results in July. The pricing environment remains rational.
From June to July, tonnage per day decreased 5%, shipments per day decreased 1%, and weight per shipment decreased 4%. Revenue per hundredweight increased 1%, while revenue per hundredweight excluding fuel surcharges was flat.
Historically, ABF's non-GAAP operating ratio improves by about 70 basis points from the second quarter to the third quarter, and we expect our third quarter performance to be generally in line with that trend.
1
Asset-Light Operating Segment
Business Trends
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | | April 2025 | | May 2025 | | June 2025 | | July 2025 | ||||
| | | | | | | | | | | | | | |
| Revenue/Day (Year-over-Year) | | | -10.8 | % | | -10.4 | % | | -17.6 | % | | -7 | % |
| Shipments/Day (Year-over-Year) | | | -5.3 | % | | -4.3 | % | | -10.0 | % | | Flat | |
| Revenue/Shipment (Year-over-Year) | | | -5.8 | % | | -6.3 | % | | -8.5 | % | | -7 | % |
| Purchased Transportation Expense as a % of Revenue | | 84.2 | % | 84.8 | % | 84.3 | % | 86 | % |
In July 2025, Asset-Light year-over-year daily revenue was down 7% due to lower revenue per shipment from soft freight market conditions and a higher proportion of managed business with smaller shipment sizes. Overall volume trends have stabilized, with July 2025 shipment counts holding steady compared to July 2024.
Sequentially, from June to July, daily revenue increased 2%, revenue per shipment decreased 5%, and shipments per day increased 8%.
Given current market conditions, we anticipate non-GAAP operating income to range from breakeven to $1 million in profit for the third quarter of 2025. This estimate excludes GAAP impacts from changes in the fair value of contingent consideration that we estimate will be zero and purchase accounting amortization, which we expect to total $3 million for the third quarter of 2025.
Additional Detailed Information
Consolidated Capital Expenditures 2025 Projected
| ● | Total Net Capital Expenditures, including financed equipment: $225 million to $275 million |
|---|---|
| o | Includes revenue equipment purchases (majority for Asset-Based) of $130 million to $140 million |
| --- | --- |
| o | Includes real estate expenditures of $60 million to $80 million |
| --- | --- |
| o | The remaining amount of capital expenditures includes items related to technology and miscellaneous dock equipment upgrades and enhancements. |
| --- | --- |
| o | We currently expect to be at the lower end of our capital range for the year. |
| --- | --- |
| ● | Depreciation and amortization costs on property, plant and equipment: approximately $164 million |
| --- | --- |
| ● | Intangible asset amortization, primarily reflecting purchase accounting amortization related to the MoLo acquisition: $13 million |
| --- | --- |
Share Repurchase Program
Based on repurchases settled through Monday, July 28, 2025, $9.1 million remains available under the current repurchase authorization for future common stock purchases.
Tax Rate
ArcBest’s second quarter 2025 effective GAAP tax rate for continuing operations was 28.2%. The “Effective Tax Rate Reconciliation” table of ArcBest’s second quarter 2025 earnings press release in Exhibit 99.1 shows the reconciliation of GAAP to non-GAAP effective tax rates. The effective non-GAAP tax rate for second quarter 2025 was 26.2%. Under the current tax laws, we expect our full year 2025 non-GAAP tax rate for continuing operations to be in a range of 25.5% to 26.5%. The effective tax rate may be impacted by discrete items that could occur throughout the year.
2
Asset-Based Annual Union Profit-Sharing Bonus
As provided in ABF Freight’s current Teamster labor contract, for the full years of 2024 through 2027, ABF Freight’s Teamster employees are eligible for an annual profit-sharing bonus, as shown in the following table. The operating ratio (“OR”) used to calculate the bonus amount is on a GAAP basis. The potential bonus would be based on full-year union employee earnings. While impacted by business and associated labor levels which are subject to change, the estimate of one percent of the annual earnings for the ABF Freight union employees who are eligible for this benefit approximates $6 million - $6.5 million of union bonus expense.
During years in which ArcBest’s internal forecasts indicate an expectation of paying the union bonus, we will accrue for this expense throughout the year, generally in proportion of the quarterly results as a percentage of the annual projection. As we do not provide public updates on our projected operating ratio or our expectations for paying the union bonus, any details of amounts accrued will not be provided. If financial models reflect an operating ratio that meets the payout thresholds shown below, ArcBest encourages analysts to include expenses for the union bonus in quarterly and annual earnings per share projections for the company.
| ABF Freight Published Annual OR (GAAP basis) | Bonus Amount |
|---|---|
| 91.1 to 93.0 | 1% |
| 89.1 to 91.0 | 2% |
| 87.1 to 89.0 | 3% |
| 87.0 or below | 4% |
3
“Other and eliminations” within Operating Income (Loss) on the Operating Segment Data and Operating Ratios statement
| ● | Includes innovative technology costs related to our freight handling pilot program with third-party customers and human-centered remote and automated operations, which are typically disclosed as a non-GAAP reconciling item. |
|---|---|
| ● | It also includes expenses related to shared services including sales, yield, customer service, marketing, capacity sourcing functions, human resources, financial services, information technology, legal and other company-wide services. |
| --- | --- |
| ● | Projected amounts for third quarter and full year 2025 and actual amounts for third quarter and full year 2024 are included below. |
| --- | --- |
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | | ||||||||
| | | September 30 | | December 31 | | ||||||||
| | | 2025 | 2024 | 2025 | 2024 | | |||||||
| | | (in millions) | | ||||||||||
| Innovative technology costs, pre-tax (incl. financing costs) | | $ | 8 | | $ | 9 | | $ | 29 | | $ | 34 | |
| Other costs, pre-tax | | $ | 5 | | $ | 5 | | $ | 29 | | $ | 23 | |
| Total other and eliminations | | $ | 13 | | $ | 14 | | $ | 58 | | $ | 57 | |
Other Income (Costs) on the Consolidated Statements of Operations
| ● | Other income and costs include separate lines for interest income and interest expense. |
|---|---|
| ● | The “Other, net” line primarily includes changes in cash surrender value of life insurance, expenses associated with non-operating properties, and in first quarter 2024, a $28.7 million pre-tax noncash impairment charge to write off our equity investment in Phantom Auto, a provider of human-centered remote operation software, which ceased operations. |
| --- | --- |
| o | The changes in cash surrender value of life insurance and the equity investment impairment charge are typically disclosed as non-GAAP reconciling items. |
| --- | --- |
| o | As such, the non-GAAP amounts for “Other, net” are expected to be minimal. |
| --- | --- |
| ● | Projected amounts for third quarter and full year 2025 and actual amounts for third quarter and full year 2024 are included below. |
| --- | --- |
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | **** | ||||||||
| | | September 30 | | December 31 | | ||||||||
| | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | ||||||
| | (in millions) | | |||||||||||
| Interest and dividend income | | $ | 1 | | $ | 3 | | $ | 5 | | $ | 12 | |
| Interest and other related financing costs | | $ | (3) | | $ | (2) | | $ | (12) | | $ | (9) | |
| Other, net, excluding non-GAAP reconciling items | | $ | (2) | | $ | (1) | | $ | (2) | | $ | (3) | |
4
Forward-Looking Statements
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this exhibit may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: data privacy breaches, cybersecurity incidents, and/or failures of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely; interruption or failure of third-party software or information technology systems, including but not limited to licensed software; untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes; the loss or reduction of business from large customers or an overall reduction in our customer base; the timing and performance of growth initiatives and the ability to manage our cost structure; the cost, integration, and performance of acquisitions and the inability to realize the anticipated benefits of the acquisition within the expected time period or at all; unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; maintaining our corporate reputation and intellectual property rights; establishing and maintaining adequate internal controls over financial reporting; nationwide or global disruption in the supply chain resulting in increased volatility in freight volumes; competitive initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; litigation or claims asserted against us; the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; default on covenants of financing arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; the effects of a widespread outbreak of an illness or disease or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, health epidemics, geopolitical conflicts, acts of war, cybersecurity incidents, or trade restrictions; general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”).
For additional information regarding known material factors that could cause our actual results to differ from those expressed in these forward-looking statements, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
5
Exhibit 99.3
| 2Q’25<br>Earnings<br>Presentation |
|---|
| Forward Looking Statements<br>2<br>The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements and information in this presentation may constitute “forward-looking<br>statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding (i) our expectations about our intrinsic value or our prospects for<br>growth and value creation and (ii) our financial outlook, position, strategies, goals, and expectations. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,”<br>“foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking<br>statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve<br>certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward-looking statements are reasonable as and when made, we<br>cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could<br>materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to: data privacy breaches, cybersecurity incidents, and/or<br>failures of our information systems, including disruptions or failures of services essential to our operations or upon which our information technology platforms rely; interruption or failure of third-party<br>software or information technology systems, including but not limited to licensed software; untimely or ineffective development and implementation of, or failure to realize the potential benefits<br>associated with, new or enhanced technology or processes; the loss or reduction of business from large customers or an overall reduction in our customer base; the timing and performance of growth<br>initiatives and the ability to manage our cost structure; the cost, integration, and performance of acquisitions and the inability to realize the anticipated benefits of the acquisition within the expected<br>time period or at all; unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; maintaining our corporate reputation and intellectual property rights;<br>establishing and maintaining adequate internal controls over financial reporting; nationwide or global disruption in the supply chain resulting in increased volatility in freight volumes; competitive<br>initiatives and pricing pressures; increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as<br>maintenance, fuel, and related taxes; availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability<br>to collect fuel surcharges; relationships with employees, including unions, and our ability to attract, retain, and upskill employees; unfavorable terms of, or the inability to reach agreement on, future<br>collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; union employee wages and benefits, including changes in<br>required contributions to multiemployer plans; availability and cost of reliable third-party services; our ability to secure independent owner-operators and/or operational or regulatory issues related to<br>our use of their services; litigation or claims asserted against us; the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental<br>laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; default on covenants of financing<br>arrangements and the availability and terms of future financing arrangements; our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements<br>and other business initiatives; self-insurance claims, insurance premium costs, and loss of our ability to self-insure; potential impairment of long-lived assets and goodwill and intangible assets; the<br>effects of a widespread outbreak of an illness or disease or any other public health crisis, as well as regulatory measures implemented in response to such events; external events which may<br>adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural<br>disasters, health epidemics, geopolitical conflicts, acts of war, cybersecurity incidents, or trade restrictions; general economic conditions and related shifts in market demand that impact the<br>performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; seasonal fluctuations, adverse weather conditions, natural disasters, and climate<br>change; and other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”).<br>For additional information regarding known material factors that could cause our actual results to differ from those expressed in these forward-looking statements, please see our filings with the SEC,<br>including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.<br>Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking<br>statements after the date they are made, whether as a result of new information, future events, or otherwise. |
| --- |
| 3<br>We are a leading integrated logistics company that leverages technology<br>and a full suite of solutions to meet customers’ supply chain needs<br>1923<br>Founded<br>~$400B<br>Addressable<br>Market<br>>99%<br>Coverage of<br>United States<br>~240<br>Asset-Based<br>North American<br>service centers<br>~40K<br>Owned<br>revenue<br>equipment<br>100K+<br>Approved<br>contract<br>carriers<br>TOP 15<br>U.S.<br>Truckload<br>Broker<br>ArcBest<br>30K<br>Customers<br>14K<br>Employees |
| --- |
| Disciplined Execution of Three-Point Strategy<br>4<br>1 2 3<br>ENHANCED<br>SHAREHOLDER<br>VALUE<br>Increase Efficiency<br>Leverage technology<br>Optimize ABF network<br>Drive scale and productivity to<br>improve Asset-Light operating<br>margin<br>Drive Innovation<br>Develop and implement<br>disruptive and game changing<br>innovations<br>Launch new revenue streams<br>Co-create and scale with<br>customers<br>Accelerate Growth<br>Secure new customers to<br>maximize profitability<br>Expand with existing customers<br>through market penetration<br>Retain existing customers |
| --- |
| LEADERSHIP CHANGES<br>5<br>Judy McReynolds retiring<br>as CEO, retaining position<br>as Chairman of the Board<br>Seth Runser assuming the<br>role of CEO and President,<br>and appointed to the Board<br>Effective January 1, 2026 |
| --- |
| Continued<br>Productivity<br>Gains<br>QUARTER IN REVIEW – EXCELLENCE IN ACTION<br>6<br>Record Managed<br>Solution<br>Revenue Levels<br>+10%<br>Increase in Daily<br>Digital Quoting<br>>$47M<br>Capital Returned to<br>Shareholders 1H’25<br>Exceeded Industry<br>Benchmark for 19 Years<br>19x<br>Claims<br>Process #1<br>Website<br>Ease of Use #1<br>• Technology, training, and network design<br>• Asset-Based Shipments/DSY Hour +1%<br>• Asset-Light Shipments/Employee/Day +15%<br>21K<br>Asset-Based<br>Shipments per Day<br>+6% Increase |
| --- |
| Taking Action<br>To Drive<br>Profitable<br>Growth<br>7<br>Organizational Updates for<br>Increased Efficiency<br>Investing for Growth<br>Growing sales force<br>Expanding presence within small<br>and middle-market segments<br>Investing for Service<br>Expanding key account management<br>teams<br>Further developing customer<br>retention and onboarding teams<br>B U I L D I N G O N A S T R O N G F O U N D AT I O N<br>7<br>Enables faster<br>decision making<br>Fosters better<br>collaboration<br>Encourages focus on<br>highest priorities<br>>30% Improvement in speed<br>of deal execution 80% of revenue from customers<br>with a 10+ year relationship |
| --- |
| International<br>Shipping<br>Full<br>Truckload<br>Warehousing &<br>Distribution<br>Less-than-Truckload<br>Premium<br>Logistics<br>Expedite<br>Shipping<br>Final<br>Mile<br>$79B $123B $70B $55B $20B $5B $13B<br>ARCBEST PROVIDES PREMIUM VALUE<br>8<br>Flexibility Efficiency Resiliency CUSTOMERS<br>NEED & WANT<br>ARCBEST’S<br>INTEGRATED<br>SOLUTIONS<br>EXPAND MARKET<br>OPPORTUNITY<br>INTEGRATED<br>APPROACH<br>SEAMLESSLY<br>CONNECTS<br>MODES<br>ArcBest Managed Transportation Solution<br>Supply Chain Optimization • Managed Transportation • Product Launch<br>ENABLES<br>ARCBEST<br>GROWTH 5x Larger<br>Deals<br>Improved<br>Profitability<br>Fastest<br>Growing<br>Solution<br>Large Pipeline<br>Opportunity<br>Multi-Solution<br>Deals |
| --- |
| ARCBEST’S CUSTOMER-LED STRATEGY YIELDS RESULTS<br>9<br>Profit Revenue<br>Single-Solution Accounts Cross-Sold Accounts<br>>3x<br>Revenue & Profit per account<br>is over 3X higher in cross-sold accounts<br>Revenue<br>& Profit<br>3x 3x<br>>70%<br>Over 70% of our<br>customers who use<br>asset-light services<br>also utilize our<br>asset-based services<br>Single-Solution Accounts Cross-Sold Accounts<br>5%<br>Higher Customer<br>Retention<br>A customer-focused growth strategy enables faster<br>and more efficient growth<br>Asset-Light +<br>Asset-Based<br>Retention rates are 5<br>percentage points higher on<br>cross-sold accounts than on<br>single-solution accounts |
| --- |
| PRICING INTELLIGENCE AND INNOVATION ENHANCE YIELD<br>10<br>$0<br>$25<br>$50<br>Revenue/CWT as of 1Q’25<br>$0<br>$275<br>$550<br>Revenue/Shipment as of 1Q’25<br>Industry-Leading Innovation Value-Enhancing Solutions Improved Pricing Intelligence<br>Led the industry in launching<br>Space-Based Pricing in 2017<br>Core LTL<br>Digital Dynamic<br>Capabilities<br>+<br>Customer Led Large dataset with deep<br>understanding of our costs provides<br>shipment level pricing intelligence<br>Improved Margins Efficient Capacity Utilization Profitable Growth for ABF T H I S<br>E N A B L E S :<br>Resulting in<br>Strongest Pricing<br>Metrics Among<br>Competitors<br>Peers ABF<br>Legend:<br>~1.6x ~1.4x |
| --- |
| DYNAMIC PRICE IMPROVES AS QUOTES GROW<br>11<br>More quotes,<br>more choices<br>Drives additional<br>incremental profit<br>~50% more<br>revenue/shipment<br>since 2020<br>K<br>50K<br>100K<br>150K<br>200K<br>250K<br>2020 2021 2022 2023 2024 2025<br>Daily Quotes<br>Daily Dynamic Quotes<br>Average Daily Quotes |
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| TRANSFORMING OPERATIONS THROUGH TECHNOLOGY<br>12<br>Optimization Portfolio<br>• 70+ projects<br>• 45% operationalized<br>• 25% in pilot to expand<br>stages<br>City Route Optimization<br>Phases 2 & 3<br>• Rollouts underway<br>• Daily demand predictions<br>• Dynamic routing tool<br>2021 2022 2023 2024<br>Idea Pilot Learn Refine Expand Operationalize<br>$50K<br>$13M+<br>Iterative approach for optimization efforts<br>City Route Optimization Phase 1 Savings<br>Per Year<br>Per Year |
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| • Culture of continuous<br>innovation<br>• Deploying training teams<br>• Expanding transfer<br>capacity and performance<br>management<br>CONTINUED INVESTMENTS IN TRAINING<br>13<br>$14Mfor 1H’2025<br>IN SAVINGS<br>Total # Location Visits<br>Completed<br>Locations<br>2025<br>Locations<br>2026<br>And<br>Beyond<br>Significant Runway in<br>2025 and Beyond<br>Locations |
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| 8,820 8,820<br>8,955<br>9,254<br>9,497<br>135<br>299<br>243<br>138<br> 8,500<br> 8,700<br> 8,900<br> 9,100<br> 9,300<br> 9,500<br> 9,700<br>2021 2022 2023 2024 2025<br>✓ Enables Growth<br>STRATEGIC INVESTMENTS IN TECHNOLOGY, FLEET AND FACILITIES<br>14<br>~800 door expansion since 2021<br>8,820<br>8,955<br>9,254<br>9,497<br>Projected<br>Net New 9,635<br>Doors<br>Since 2021<br>Existing<br>Doors<br>New<br>Doors<br>Legend:<br>Modern Fleet<br>• Lowers Total Cost of Ownership<br>• Supports Long-Term Sustainability<br>Dock Management Software<br>Labor Planning Tools<br>Right People. Right Place. Right Time.<br>• Employee Level Productivity<br>• Consistent Processes & Service<br>Strategically<br>Adding Capacity<br>✓ Improves Service ✓ Increases Efficiency |
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| TRUCKLOAD DIGITAL ROADMAP<br>15<br>• Carrier Portal<br>• Quote Email Augmentation<br>• Appointment Scheduling<br>• Inbound Call Automation<br>• Pricing Enhancements<br>• Capacity Sourcing Augmentation<br>Blending human<br>relationships and technology<br>to support processes and<br>improve productivity<br>24%<br>Carrier Portal Adoption<br>46%<br>Digitally Fulfilled Shipments |
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| Improvement<br>in Asset-Based<br>Operating<br>Ratio(1)<br>(Non-GAAP)<br>Strategy in Action<br>16<br>(1) Operating Ratio adjusted for certain unusual items.<br>See Reconciliations of GAAP to non-GAAP Financial<br>Measures in the Additional Information section of this<br>presentation.<br>Union Pension Impact on OR<br>160 bps<br>IMPROVEMENT<br>Compared to 2019<br>94.5% 94.2%<br>88.8%<br>86.4%<br>90.4% 91.2%<br>92.9%<br>75%<br>80%<br>85%<br>90%<br>95%<br>2019 2020 2021 2022 2023 2024 2Q'25 TTM<br>FREIGHT RECESSION PANDEMIC FREIGHT RECESSION |
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| Strategy in Action<br>17<br>Our strategy is delivering solid results<br>Operating Income ($M)<br>(Non-GAAP, Unaudited)(1)(2)<br>Revenues ($B)<br>(Unaudited)(1)<br>Earnings Per Share<br>(Non-GAAP, Unaudited)(1)(2)<br>$2.8 $2.8<br>$3.8<br>$5.0<br>$4.4<br>$4.2 $4.1<br>2019 2020 2021 2022 2023 2024 2Q'25<br>TTM<br>$112 $123<br>$314<br>$468<br>$258<br>$203<br>$158<br>2019 2020 2021 2022 2023 2024 2Q'25<br>TTM<br>$2.96 $3.28<br>$8.40<br>$13.52<br>$7.88<br>$6.28<br>$4.92<br>2019 2020 2021 2022 2023 2024 2Q'25<br>TTM<br>+46% +41% +66%<br>1) On February 28, 2023, the Company sold FleetNet America, Inc. (“FleetNet”), a wholly owned subsidiary of the Company. Historical results of FleetNet have been excluded from results for all periods presented.<br>2) See Reconciliations of GAAP to non-GAAP Financial Measures in the Additional Information section of this presentation. |
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| Non-GAAP<br>Operating Income<br>(1)<br>Key<br>Metrics<br>Q2 2025 vs. Q2 2024<br>18<br>$1.0B<br>ArcBest<br>Consolidated Revenue<br>$45.0M<br>Non-GAAP<br>Operating Income<br>(1)<br>$1.36<br>Non-GAAP<br>Earnings per Diluted Share(1)<br>-31%<br>ARCBEST<br>CONSOLIDATED<br>1) See non-GAAP reconciliation in the Additional Information<br>section of this presentation.<br>Asset-Based Asset-Light<br>-5% -30%<br>-$22M +$4M |
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| Key<br>Metrics<br>19<br>ASSET-BASED<br>$713M<br>Revenue<br>Average Increase on Contract Renewals<br>and Deferred Pricing Agreements<br>Daily Total<br>Tonnage<br>+4%<br>Daily Total<br>Shipments<br>Total Billed<br>Rev/CWT<br>-3%<br>4.0%<br>$51.0M<br>Operating Income<br>92.8%<br>Operating Ratio<br>300 bps deterioration<br>-30%<br>+1% per day<br>Weight/<br>Shipment<br>+6% -1%<br>Q2 2025 vs. Q2 2024 |
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| 20<br>15000<br>16000<br>17000<br>18000<br>19000<br>20000<br>21000<br>22000<br> 5,000<br> 5,500<br> 6,000<br> 6,500<br> 7,000<br> 7,500<br> 8,000<br> 8,500<br>1Q'19 2Q'19 3Q'19 4Q'19 1Q'20 2Q'20 3Q'20 4Q'20 1Q'21 2Q'21 3Q'21 4Q'21 1Q'22 2Q'22 3Q'22 4Q'22 1Q'23 2Q'23 3Q'23 4Q'23 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25<br>Shipments/Day<br>Linehaul and DSY Headcount<br>Linehaul, Dock, Street and Yard Headcount Shipments/Day<br>Labor Planning Aligns Headcount and Shipments<br>Productivity gains enabled efficient onboarding of new business |
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| $0<br>$10<br>$20<br>$30<br>$40<br>$50<br>$60<br>$70<br>$80<br>2Q25<br>Lower Cost<br>Per Shipment<br>21<br>2Q25<br>Operating Income<br>Q2 2025 2Q24 vs 2Q25<br>2Q24<br>Operating Income<br>2Q25<br>Lower Revenue<br>per Shipment<br>Operating<br>Income<br>Bridge<br>ASSET-BASED<br>2Q25<br>Shipment Growth<br>millions<br>Revenue per shipment<br>impacted by lower weight<br>per shipment from macro<br>environment, fewer U-pack<br>shipments, lower fuel<br>prices and a shift in freight<br>profile |
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| $0<br>$10<br>$20<br>$30<br>$40<br>$50<br>$60<br>2Q25<br>Lower Cost<br>per Shipment<br>22<br>2Q25<br>Operating Income<br>Q2 2025 1Q25 vs 2Q25<br>1Q25<br>Operating Income<br>2Q25<br>Higher Revenue<br>per Shipment<br>Operating<br>Income<br>Bridge<br>ASSET-BASED<br>2Q25<br>Shipment Growth<br>millions<br>Operating ratio improved<br>310 bps, consistent with<br>the historical seasonal<br>range of 300–400 bps |
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| Key<br>Metrics<br>23<br>Daily Billed<br>Revenue<br>Total Billed<br>Rev/CWT<br>ASSET-BASED<br>Daily Total<br>Tonnage<br>Daily Total<br>Shipments<br>+2%<br>Total Billed<br>Rev/Shipment<br>Total<br>Weight/Shipment<br>-1% -4%<br>J U LY 2 0 2 5 P R E L I M I N A RY<br>Flat -1% -2%<br>July 2025 vs. July 2024 |
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| Purchased<br>Transportation<br>as % of Revenue<br>Key<br>Metrics<br>ASSET-LIGHT<br>Revenue/<br>Shipment<br>$342M<br>Revenue<br>-13% per day<br>$1.1M<br>Non-GAAP Operating Income<br>(1)<br>$2.5M<br>Adjusted EBITDA(1)<br>1) See non-GAAP reconciliation in the Additional Information<br>section of this presentation.<br>84%<br>24<br>-7%<br>Daily Total<br>Shipments<br>-7%<br>Shipments/<br>Employee/Day<br>+15%<br>Q2 2025 vs. Q2 2024 |
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| Key<br>Metrics<br>July 2025 vs. July 2024<br>25<br>ASSET-LIGHT<br>Revenue/Day<br>-7%<br>Revenue/Shipment<br>Daily Total Shipments<br>-7% 86%<br>Flat<br>Purchased Transportation<br>as % of Revenue<br>J U LY 2 0 2 5 P R E L I M I N A RY |
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| 26<br>BALANCED INVESTMENT APPROACH<br>Invest organically in the business and provide returns to shareholders<br>while maintaining a solid balance sheet and investment-grade credit metrics<br>Strategic Growth Investments<br>Share Repurchases & Dividends<br>M&A Strategy<br>• Investing in real estate, equipment, and<br>innovative projects to enhance revenue growth,<br>optimize costs and drive long-term shareholder<br>value<br>• Projected 2025 Net Capital Expenditures<br>of approximately $225M-$275M<br>• Currently paying a $0.12/share quarterly dividend<br>• Returned over $47 million to shareholders during<br>1H’25<br>• Complementary to our solutions offered<br>• Strong culture fit, experienced leadership team<br>and a pathway to solid returns<br>• Strategic technology and innovative<br>partnerships<br>Solid Financial Position<br>• Approximately $400M in Available Liquidity |
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| Announcing Investor Day<br>Monday, Sep 29, 2025<br>Official Invitations to Follow |
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| 28<br>Note: ArcBest Corporation reports its financial results in accordance with generally accepted accounting principles (“GAAP”). However,<br>management believes that certain non-GAAP performance measures utilized for internal analysis provides analysts, investors, and others the<br>same information that we use internally for purposes of assessing our core operating performance and provides meaningful comparisons<br>between current and prior period results, as well as important information regarding performance trends. Accordingly, using these measures<br>improves comparability in analyzing our performance because it removes the impact of items from operating results that, in management's<br>opinion, do not reflect our core operating performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative<br>for, our reported results. These financial measures should not be construed as better measurements than operating income (loss), operating<br>cash flow, net income or earnings per share, as determined under GAAP.<br>Reconciliations of GAAP to<br>Non-GAAP Financial Measures<br>(Unaudited)<br>ADDITIONAL INFORMATION |
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| Asset-Based<br>29<br>(Unaudited)<br>RECONCILIATIONS OF GAAP TO NON-GAAP<br>FINANCIAL MEASURES 2019 2020 2021 2022 2023 2024 2Q’25 TTM<br>Asset-Based ($ millions, except percentages)<br>Operating Income<br>Amounts on a GAAP basis $ 102.1 95.2% $ 98.9 95.3% $ 260.7 89.9% $ 381.1 87.3% $ 253.2 91.2% $ 242.6 91.2% $ 193.8 92.9%<br>Innovative technology costs, pre-tax (1) 13.7 (0.6) 22.5 (1.1) 27.6 (1.1) 27.2 (0.9) 21.7 (0.8) - - - -<br>ELD conversion costs, pre-tax (2) 2.7 (0.1) - - - - - - - - - - - -<br>Nonunion vacation policy enhancement, pre-tax (3) - - - - - - 1.2 - - - - - - -<br>Nonunion pension termination costs, pre-tax (4) 0.3 - - - - - - - - - - - - -<br>Asset impairment charges, pre-tax (5) - - - - - - - - 0.7 - - - - -<br>Non-GAAP amounts (6) $ 118.8 94.5% $ 121.3 94.2% $ 288.3 88.8% $ 409.6 86.4% $ 275.5 90.4% $ 242.6 91.2% $ 193.8 92.9%<br>1) Represents costs associated with the freight handling pilot test program at ABF Freight, for which the decision was made to pause the pilot during third quarter 2023.<br>2) Impairment charges related to equipment replacement and other one-time costs incurred to comply with the electronic logging device (“ELD”) mandate which became effective in December 2019.<br>3) Represents a one-time, noncash charge for enhancements to our nonunion vacation policy which were effective third quarter 2022.<br>4) Consulting fee incurred in third quarter 2019 associated with the termination of the nonunion defined benefit pension plan.<br>5) Represents noncash lease-related impairment charges for an Asset-Based service center that was made available for sublease.<br>6) Non-GAAP amounts are calculated in total and may not equal the sum of the GAAP and the non-GAAP adjustments due to rounding. |
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| 30<br>ArcBest Consolidated<br>(continuing operations)(1)<br>(Unaudited)<br>RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES* 2019 2020 2021 2022 2023 2024 2Q’25 TTM<br>ArcBest Corporation – Consolidated ($ millions)<br>Operating Income<br>Amounts on a GAAP basis $57.9 $ 93.7 $ 277.0 $ 394.5 $ 172.6 $ 244.4 $ 217.1<br>Transaction costs, pre-tax (2) - - 6.0 - - - -<br>Gain on sale of subsidiaries, pre-tax (3) - - (6.9) (0.4) - - -<br>Innovative technology costs, pre-tax (4) 20.7 25.6 32.8 40.8 52.4 34.1 30.7<br>ELD conversion costs, pre-tax (5) 2.7 - - - - - -<br>Nonunion pension termination costs, pre-tax (6) 0.3 - - - - - -<br>Purchase accounting amortization, pre-tax (7) 4.2 3.7 5.3 12.9 12.8 12.8 12.8<br>Change in fair value of contingent consideration, pre-tax (8) - - - 18.3 (19.1) (90.3) (104.1)<br>Legal settlement, pre-tax (9) - - - - 9.5 0.3 0.3<br>Nonunion vacation policy enhancement, pre-tax (10) - - - 2.0 - - -<br>Asset impairment charges, pre-tax (11) 26.5 - - - 30.2 1.7 1.7<br>Non-GAAP amounts (12) $ 112.3 $ 123.1 $ 314.1 $ 468.1 $ 258.3 $ 203.0 $ 158.5<br>*See “Notes to Non-GAAP Financial Tables” for footnotes to this ArcBest Corporation – Consolidated non-GAAP table |
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| 31<br>ArcBest Consolidated<br>(continuing operations)(1)<br>(Unaudited)<br>RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES* 2019 2020 2021 2022 2023 2024 2Q’25 TTM<br>ArcBest Corporation – Consolidated<br>Diluted Earnings Per Share<br>Amounts on a GAAP basis $ 1.33 $ 2.55 $ 7.86 $ 11.56 $ 5.77 $ 7.28 $ 6.88<br>Transaction costs, after-tax (2) - - 0.16 - - - -<br>Gain on sale of subsidiaries, after-tax (3) - - (0.20) (0.01) - - -<br>Innovative technology costs, after-tax (includes related financing costs) (4) 0.59 0.74 0.93 1.21 1.61 1.10 1.02<br>ELD conversion costs, after-tax (5) 0.08 - - - - - -<br>Nonunion pension termination costs, after-tax (6) 0.01 - - - - - -<br>Purchase accounting amortization, after-tax (7) 0.12 0.11 0.15 0.38 0.39 0.40 0.42<br>Change in fair value of contingent consideration, after-tax (8) - - - 0.54 (0.58) (2.85) (3.40)<br>Legal settlement, after-tax (9) - - - - 0.29 0.01 0.01<br>Nonunion vacation policy enhancement, after-tax (10) - - - 0.06 - - -<br>Asset impairment charges, after-tax (11) 0.75 - - - 0.92 0.05 0.06<br>Change in fair value of equity investment, after-tax (13) - - - - (0.11) 0.91 -<br>Nonunion pension expense, including settlement expense, after-tax (14) 0.30 - - - - - -<br>Life insurance proceeds and changes in cash surrender value (0.14) (0.09) (0.15) 0.11 (0.19) (0.14) (0.10)<br>Tax expense (benefit) from vested RSUs (15) 0.02 0.02 (0.29) (0.32) (0.21) (0.47) 0.04<br>Tax credits (16) (0.10) (0.05) (0.06) 0.01 - - -<br>Non-GAAP amounts (12) $ 2.96 $ 3.28 $ 8.40 $ 13.52 $ 7.88 $ 6.28 $ 4.92<br>*See “Notes to Non-GAAP Financial Tables” for footnotes to this ArcBest Corporation – Consolidated non-GAAP table |
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| 32<br>ArcBest Consolidated<br>(continuing operations)(1)<br>Notes to Non-GAAP Financial Tables<br>The following footnotes apply to the non-GAAP financial tables on the previous two slides in this presentation.<br>1) Historical results of FleetNet have been excluded from results for all periods presented, and reclassifications have been made to the prior-period financial statements to conform to current-year presentation.<br>2) Represents costs associated with the November 1, 2021, acquisition of MoLo Solutions, LLC.<br>3) Gains associated with the April 2021 divestures of moving services subsidiaries for which the gains were recognized in second quarter 2021, respectively, when the contingent consideration was received on the<br>transactions, as well as including the contingent amount recognized in second quarter 2022 when the funds were released to escrow.<br>4) Represents costs related to our customer pilot offering of Vaux and initiatives to optimize our performance through technological innovation. The 2019-2023 periods also include costs associated with the freight<br>handling pilot test program at ABF Freight, for which the decision was made to pause the pilot during third quarter 2023. Costs for 2019-2020 have been adjusted to conform to the current-year presentation.<br>5) Impairment charges related to equipment replacement and other one-time costs incurred to comply with the electronic logging device (“ELD”) mandate which became effective in December 2019.<br>6) Consulting fee incurred in third quarter 2019 associated with the termination of the nonunion defined benefit pension plan.<br>7) Represents the amortization of acquired intangible assets in the Asset-Light segment.<br>8) Represents change in fair value of the contingent earnout consideration recorded for the MoLo acquisition.<br>9) Represents settlement expenses related to the classification of certain Asset-Light employees under the Fair Labor Standards Act, which were paid during first quarter 2025.<br>10) Represents a one-time, noncash charge for enhancements to our nonunion vacation policy which were effective third quarter 2022.<br>11) The 2024 period represents noncash asset impairment charges for certain revenue equipment and software recognized during fourth quarter 2024 as part of a strategic decision to adjust capacity within Asset-Light’s operations. The 2023 period represents noncash lease-related impairment charges for a freight handling pilot facility, an Asset-Based service center, and Asset-Light office spaces that were made available<br>for sublease. The 2019 period represents a noncash impairment charge recognized in fourth quarter related to a portion of the goodwill, customer relationship intangible assets, and revenue equipment associated<br>with the acquisition of truckload brokerage and truckload dedicated businesses within the Asset-Light segment.<br>12) Non-GAAP amounts are calculated in total and may not equal the sum of the GAAP and the non-GAAP adjustments due to rounding.<br>13) For the 2024 period, represents a noncash impairment charge to write off an equity investment in Phantom Auto, a provider of human-centered remote operation software, which ceased operations during first<br>quarter 2024. For the 2023 period, represents the increase in fair value of an investment in Phantom Auto based on observable price changes during second quarter 2023.<br>14) Represents nonunion pension expense, including pension settlement and termination expense, related to the Company’s nonunion defined benefit pension plan for which plan termination was completed in 2019.<br>Also includes pension settlement expense related to the Company’s supplemental benefit plan.<br>15) Represents recognition of the tax impact for the vesting of share-based compensation.<br>16) Represents tax credits recognized in the tax provision which relate to a prior tax year due to timing of recognition or retroactive reinstatement of the tax credits. Includes amounts related to alternative fuel tax credit in<br>2018, 2019 and 2022. Includes amounts related to research and development tax credit in 2019, 2020 and 2021. The 2022 period also includes amounts related to the alternative fuel tax credit for the year ended<br>December 31, 2021 which were recorded in third quarter 2022. |
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| ARCBEST CORPORATION - CONSOLIDATED Three Months Ended<br>Millions ($000,000), except per share data 6/30/2025 6/30/2024<br>Operating Income<br>Amounts on a GAAP basis $ 37.3 $ 48.8<br>Innovative technology costs, pre-tax (1) 7.1 8.3<br>Purchase accounting amortization, pre-tax (2) 3.2 3.2<br>Change in fair value of contingent consideration, pre-tax (3) (2.7) 3.9<br>Non-GAAP amounts (4) $ 45.0 $ 64.2<br>Net Income<br>Amounts on a GAAP basis $ 25.8 $ 46.9<br>Innovative technology costs, after-tax (includes related financing costs) (1) 5.4 6.4<br>Purchase accounting amortization, after-tax (2) 2.4 2.4<br>Change in fair value of contingent consideration, after-tax (3) (2.0) 2.9<br>Life insurance proceeds and changes in cash surrender value (1.4) (0.4)<br>Tax expense (benefit) from vested RSUs (5) 1.0 (10.8)<br>Non-GAAP amounts (4) $ 31.2 $ 47.4<br>Diluted Earnings Per Share<br>Amounts on a GAAP basis $ 1.12 $ 1.96<br>Innovative technology costs, after-tax (includes related financing costs) (1) 0.24 0.27<br>Purchase accounting amortization, after-tax (2) 0.10 0.10<br>Change in fair value of contingent consideration, after-tax (3) (0.09) 0.12<br>Life insurance proceeds and changes in cash surrender value (0.06) (0.02)<br>Tax expense (benefit) from vested RSUs (5) 0.04 (0.45)<br>Non-GAAP amounts (4) $ 1.36 $ 1.98<br>Reconciliations of<br>GAAP to Non-GAAP<br>Financial Measures<br>(Unaudited)<br>33<br>1) Represents costs related to our customer pilot offering of Vaux and initiatives<br>to optimize our performance through technological innovation.<br>2) Represents the amortization of acquired intangible assets in the Asset-Light<br>segment.<br>3) Represents change in fair value of the contingent earnout consideration<br>recorded for the MoLo acquisition.<br>4) Non-GAAP amounts are calculated in total and may not equal the sum of<br>GAAP amounts and non-GAAP adjustments due to rounding.<br>5) Represents recognition of the tax impact for the vesting of share-based<br>compensation. |
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| Reconciliations of<br>GAAP to Non-GAAP<br>Financial Measures<br>(Unaudited)<br>34<br>1) Represents the amortization of acquired intangible assets in the Asset-Light<br>segment.<br>2) Represents change in fair value of the contingent earnout consideration<br>recorded for the MoLo acquisition.<br>3) Non-GAAP amounts are calculated in total and may not equal the sum of the<br>GAAP amounts and the non-GAAP adjustments due to rounding.<br>4) Adjusted EBITDA is a primary component of the financial covenants contained<br>in ArcBest Corporation’s Fourth Amended and Restated Credit Agreement.<br>Management believes Adjusted EBITDA to be relevant and useful information,<br>as EBITDA is a standard measure commonly reported and widely used by<br>analysts, investors, and others to measure financial performance and ability to<br>service debt obligations. Furthermore, management uses Adjusted EBITDA<br>as a key measure of performance and for business planning. However, these<br>non-GAAP financial measures should not be construed as better<br>measurements than operating income (loss), as determined under GAAP.<br>Non-GAAP financial measures should be viewed in addition to, and not as an<br>alternative for, our reported results. Other companies may calculate EBITDA<br>differently; therefore, our Adjusted EBITDA may not be comparable to<br>similarly titled measures of other companies.<br>5) Includes amortization of intangibles associated with acquired businesses.<br>6) Adjusted EBITDA amounts are calculated in total and may not equal the sum<br>of Asset-Light operating income (loss) and the adjustments due to rounding.<br>Three Months Ended<br>ASSET-LIGHT ADJUSTED EBITDA (4)<br>6/30/2025 6/30/2024<br>($ millions)<br>Operating Income (Loss) $ 0.6 $ (9.5)<br>Depreciation and amortization (5) 4.6 5.0<br>Change in fair value of contingent consideration (2) (2.7) 3.9<br>Adjusted EBITDA (6) $ 2.5 $ (0.6)<br>Three Months Ended<br>ASSET-LIGHT OPERATING INCOME (LOSS) 6/30/2025 6/30/2024<br>($ millions, except percentages)<br>Amounts on a GAAP basis $ 0.6 99.8% $ (9.5) 102.4%<br>Purchase accounting amortization, pre-tax (1) 3.2 (0.9) 3.2 (0.8)<br>Change in fair value of contingent consideration, pre-tax (2) (2.7) 0.8 3.9 (1.0)<br>Non-GAAP amounts (3) $ 1.1 99.7% $ (2.5) 100.6% |
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