ArcBest Corporation (ARCB) Q3 2009 Earnings Report, Transcript and Summary

…to prudently manage our cost structure and to seek to preserve our traditional emphasis on disciplined pricing and individual account profitability. Throughout the current recession ABF has focused on providing a high level of overall service to our customers and that focus continues today. Later Bob will give his thoughts and perspective on our recent performance but now I'll cover the details of our results for the third quarter of 2009. Our third quarter 2009 revenue was $399 million representing a decrease of about 20% per day compared to last year. Our net loss for the third quarter was $0.23 a share compared to net income of $0.60 a share last year. We continue to benefit from the improved market performance of the cash surrender value of executive life insurance policies compared to last year's third quarter this benefited us by $0.11 a share. Our year-to-date effective tax rate was 39.7% based on the full projected rate for the year. As we have discussed previously the yearly cost associated with our non-union pension plan will have doubled in 2009 compared to 2008 primarily related to the 2008 stock market decline. Due to a higher level of employee terminations and retirements in 2009 the full year cash distributions from this plan may exceed the annual service and interest cost for the plan. As a result we may have to recognize pension settlement expense during the fourth quarter of this year. Because of the many factors that will affect this we don't currently have a accurate projection of this potential expense, but based on preliminary estimates it could range from $6 million to $8 million on a pre-tax basis. Because this plan was closed to new participants, there may be the potential for settlement expense in future years. We ended the third quarter with cash and short-term investments of $190 million essentially the same as we had at the end of the second quarter. As we look to the future of our company and in keeping with our strategic plan we are looking at financing alternatives that are more flexible and that will increase our borrowing availability. We anticipate our review of financing alternatives will be completed before the end of this year. And now I'd like to move on to ABF results for the quarter. ABF reported third quarter revenues of $370 million a per day decrease of 22% compared to last year. ABF tonnage declined 10% per day during the quarter. So far this month our October tonnage is down a little less than 7% on a year-over-year basis. Beginning in July of last year our monthly tonnage trends began to progressively worsen. As a result, this year's quarterly comparisons back to that period reflect percentages of decline that are less severe. ABF's third quarter operating ratio was a 103.8% compared to a 94.7% in the third quarter of 2008 versus the second quarter ABF's third quarter overstating ratio improved by four percentage points. You will recall that during last quarter's conference call we described unusual cost increases in non-union health care and Worker's Comp and third party casualty cost. In this year's third quarter these cost returned to a more normal level as we anticipated. Also at the additional revenue associated with sequential increases in tonnage helped us more fully cover fixed and semi-variable cost in the third quarter. And now I'll turn it over to Bob for his thoughts about our quarter.

Thank you, Judy, and good morning everyone. We're still experiencing a very challenging freight environment that continues to have an adverse affect on our profitability. This month ABF began the fourth year of what has turned out to be the most severe and longest lasting recession in my 38 years with the company. We remain committed to closely monitoring ABF's cost by aligning them with available business. However, low freight levels combined with an aggressive pricing environment that intensified further caused a loss in the quarter. ABF's third quarter tonnage declined 10%, as Judy, noted compared to the same period last year. This lower percentage of decline does reflect easier tonnage comparisons than we had earlier in the year but in addition our third quarter tonnage was helped by modest market share gains from new accounts that we secured from LTL]competitors. In addition to these factors throughout most of the third quarter we seem to have experienced a normal seasonal uptick in business that's expected during this time of the year. However, beginning with the last full week in September and continuing through last week that sequential tonnage trend has softened somewhat. Based upon external market sign it's possible that this recent softness is temporary and that we'll begin experiencing further improvements during the remainder of the year. The scramble for business by various carriers continues to put increasing pressure on industry pricing. During the third quarter ABF's total billed revenue for 100 weight decreased by 13.6% primarily due to the year-over-year reduction of fuel surcharge which remains well below the peak that we saw in July of 2008. But even excluding fuel surcharge and the changes in freight mix and shipment profile base rate pricing declined somewhat. This reduction in base rates adversely affects our margins because we're not able to cover normal cost increases. And it also limits the amount of capital that's available for reinvestment in our company. Until the freight environment firms up and a more long term pricing focus resumes throughout our industry ABF will remain committed to our traditional practice of offering value in the marketplace in return for a level of compensatory pricing. During the third quarter there were some great things happening at ABF that benefited our customers, our employees and our shareholders. ABF's level of superior cargo care continued to set the standard in the LTL industry. Our third quarter cargo claims ratio as a percent of revenue was 0.66% which is consistent with the first half of this year and lower than last year's figure which you may recall was ABF's best in over 25 years. These best in class results illustrate the many benefits of ABF continuing long-term focus on the quality process. In fact in mid September we celebrated the 25th anniversary of the ABF quality process. The basic principles of doing things right the first time and meeting agreed upon customer requirements and eliminating the root causes of errors are cornerstone of quality and they're as important to ABF's success today as they were back in 1984 when we first began to formally implement these kinds of concepts into our corporate culture. Every person at ABF understands these principles. Our belief in and practice of them has provided a strong foundation for the continuous improvement that we've enjoyed over the years. I'm proud to note that in the third quarter ABF continued to improve on its great record of one of the safest carriers on our nation's highways. ABF city and road accident rate, as measured by DOT recordable accidents per million miles, decreased by an impressive 19% from the third quarter of last year. ABF's third quarter '09 and year-to-date accident rates are well below our five and 10-year averages. We're very proud of the positive contributions of all of our employs in the critically important area of safety. During the 2009 National Truck Driving Championships ABF driver Tony Spero won the national championship in the tank truck class. ABF has Tony as a city driver in the Stratford, Connecticut service center and he was one of 20 ABF state champion drivers competing at this year's national competition. This was Tony's second truck driving championship; his first was in 2006. In July ABF was recognized by the American Trucking Associations Supply Chain Security and Loss Prevention Council with its 2009 Excellence and Security Award for Superior Security Practices. Since this award was established in 2001 ABF has received it five of the nine years it's been given. We continue to take seriously the security of our employees and that of our customers' cargo. In September, ABF's information technology team was recognized once again as ABF earned a spot on the 2009 Information Week 500. This list honors companies who are judged to be the most innovated users of business technology, and this year's listing represents the fourth consecutive year that ABF's IT team has been recognized in this way by Information Week magazine. Almost all of our IT work is performed in-house by a group here in Fort Smith and we know they're the best in the business. I often mention ABF's ongoing commitment to providing a high level of service for our customers each and every day and all of these positive recognitions of ABF and its employees are tangible examples of what distinguishes and differentiates ABF in the marketplace. As we continue through these unprecedented times we certainly hope that we begin to experience improving business trends in the days ahead. Through this difficult period has posed challenges we haven't wavered from the core beliefs that have made ABF successful in the past and will sustain us in the future. These include emphasis on strict cost control and efficient use of resources, pricing discipline and a focus on individual account profitability, and a practice of offering superior value in the marketplace along with a high level of customer service In the midst of a difficult operating environment Arkansas Best remains a stable, financially secure company. We possess the resources and the resolve to succeed through both good times and bad times. The experience and dedication of ABF management team is second to none. Every employee throughout ABF's North America network of 281 service centers, works hard every day to ensure that we maintain our reputation as the best LTL carrier in the industry. Finally, let me add on a personal note that I've advised our board of directors of my intention to retire at the end of this year. That's my 62nd birthday and I've completed almost 38 years with this great company. As with most ABC and ABF employees, my tenure has been an absolute joy. I will always be profoundly grateful to Robert Young for giving me the opportunity to lead the greatest company in the trucking industry, and indeed the finest public institution of any kind I've ever known. My only regret is that I will not be at the helm as ABF and Arkansas Best complete an exciting story of expansion and diversification. Fortunately those will now be the responsibility of Judy McReynolds, who will succeed me as President and CEO of Arkansas Best Corporation and as a member of the board of directors. Judy has an incredible combination of integrity, intelligence, energy, judgment, vision and leadership skills. Judy and I have worked closely together in her role as CFO. And we share a common vision and excitement for the growth and prosperity of Arkansas Best Corporation. She appreciates and has immersed herself in the wonderful culture that makes our company unique. Our employees and our shareholders can expect consistency and progress toward an exciting future.

And I want to take this opportunity to congratulate Bob on his retirement, and to say how much he has meant to our company over his 38 years of service. Bob is a key contributor to the company's success and he has been a part of establishing this wonderful corporate culture that we have today. We will miss you Bob and we wish you and your family all the best. Now I think we are ready to take some questions.

Yes, I think we are ready for some questions. I just want to remind everybody that we're going to try and limit questions to about five minutes per person.

(Operator Instructions) Your first question comes from the line of Justin Yagerman – Deutsche Bank Securities. Justin Yagerman – Deutsche Bank Securities: Well deserved promotions, so it's nice to see both things happening as you guys would like them to, so congrats. Guess I want to dig in a little bit on the industry dynamic and figure out what's going on here. Do you guys have a sense of what tonnage would have looked like ex market share gains in a quarter? You're pricing didn't move all that much sequentially. I think that is a testament to you guy's pricing standards. So I'd be curious to hear about what kind of pricing that new tonnage is coming on at as well.

Well, you never know in the abstract and the hypothetical, but I think the tonnage that moves on the margin on price is certainly not as compensatory. It's much worse than the average business you have. I don't know if that's responsive to your question. Justin Yagerman – Deutsche Bank Securities: So you're saying the market share gains are probably what would have attributed to any kind of sequential core pricing decline?

Perhaps. Justin Yagerman – Deutsche Bank Securities: Yes, so –

I will make the point that it is our intention for every account that comes on board to make a contribution to the company, and we don't let an account get away until it's at the point where it's no longer making a contribution. Justin Yagerman – Deutsche Bank Securities: So if I'm reading you right then you guys probably aren't being pricing – I guess what I'm trying to find out is are you aggressively cording any market share in the market place and seeing some of that come? Or are you kind of just letting the more service sensitive freight that may be diverting away from other carriers come your way, and that's what you're willing to pick up in the market?

Well, you know that we've always been successful in tracking business on non-price grounds and the things that we do in terms of shipment visibility, the cargo claims record that we have, and the personal relationships we have out there attracts some business. We will defend our turf with price but it's usually a losing strategy to try to bring it on in price. Justin Yagerman – Deutsche Bank Securities: Yes, and if you look at the networking and get a sense I mean obviously we're trying to stay around 10% there's over capacity. If YRC doesn't go out of business how much over capacity do you currently have relative to what you think the market dynamic would dictate here?

Well, yes, I think you've got to look at not just 10% decline but that's 10% off of a pretty steep decline as well. A good benchmark would be to take all of those LTL carriers and look back at, say, the third quarter of '06. And I think all the carriers have taken steps to reduce some of their costs. A lot of that, particularly for us could be brought back pretty quickly. We have a number of great employees on furlough and we've sidelined some equipment, some other things that we could reverse fairly quickly but that hole is certainly out there. And my guess is that as long as that hole isn't plugged by some major event in the industry or a general economic recovery you'll still continue to face instances where carriers try to bring on a business on the margin with price. Justin Yagerman – Deutsche Bank Securities: Bob, I kind of would love to hear your thoughts on why LTL aside from the obvious over capacity issue, but you've had over capacity in the truck load market and it feels like things are tightening there. Why is LTL not feeling the inventory restocking light truck load? Is it just a matter of the magnitude of over capacity or is there something going on with customers moving back towards higher inventories and maybe slightly slower replenishment cycles? We've seen a reversion from that kind of smaller shipment faster replenishment that we had seen throughout the majority of this downturn.

Justin it's a good question and I'm not sure I've got a lot of visibility into it. I think I will observe that the LTL industry traditionally recovers a little after the truck load industry. So it may be that we've got a Christmas present in the pipeline coming. But that's about all the visibility I have here. Justin Yagerman – Deutsche Bank Securities: I was going to follow up. Do you think that it's about a six-month lag with LTL versus truck load and that nothing really has shifted in that dynamic?

Yes, I've always felt four to six months, but I will point out that these are unprecedented times and the old rules may not apply.

Your next question comes from the line of Edward Wolfe – Wolfe Research. Edward Wolfe – Wolfe Research: A couple different things, first, can you take us through the tonnage trends by the month and the quarter? You gave us October was down seven I thought you said but can you tell us how the third quarter went?

I'll take that. July was down year over year about 13%, August down about 10%, September down 6% to 8%. Edward Wolfe – Wolfe Research: And October you said is down about seven?

Yep, a little less than seven so not much different from what we saw in September. Edward Wolfe – Wolfe Research: I noticed that there's a bunch of other revenue that I believe is related to your logistics acquisition. It went from $19 million a year ago to $29 million. There's also a couple million of operating income under service and other or at least that seems to not be from the LTL. Can you talk about what that is?

Sure. As you know that area is kind of a catch all category, one thing it includes is loss at the corporate headquarters and because we don't add any value here at corporate headquarters we try to get that account as close to zero as we can and push some of those costs back down. And also we've done a pretty decent job here at the headquarters of cutting costs as the operating subs have done. That line also includes a roll up of FleetNet America which is our third party maintenance company. It's small but they're certainly making a contribution to our results. You can think of it's kind of like AAA for trucks and then they also do some preventive maintenance and a couple of other expanding business lines. And we don't talk much about it, but it's there and adding a positive contribution. We did acquire a small logistics company and this is not the culmination of the strategic plan that we've talked about, but it was a good little company. It was available and we have a majority but not whole interest in that company. And finally, that area includes our IT group and they've done a pretty good job of cutting, scaling back costs as well, so that, the line you see there was just a combination of some good news from a lot of areas.

Did logistics add about $10 million in revenue in the quarter? Is that a fair assessment of that?

It's probably close to that.

Yes. Edward Wolfe – Wolfe Research: And is it profitable?

These are little – we've got a number of little pilot projects going on that – which is really the way we approach business expansion. We've got a full container import service coming in from Asia. We've got a brokerage outfit. We've got a number of other little business areas. And the logistics area that we're doing is rather specialized and part of that general way of doing things. Edward Wolfe – Wolfe Research: D&A is coming down, depreciation and amortization. Judy, what's a good way to look at that, that you're not spending a lot of CapEx? How should that trend as we go forward?

Well our CapEx for this year, we anticipate at $45 million, which is the number we put out there all year long and that is certainly less than what we were experiencing back whenever you look at say 2006, 2007. So we've kind of continued to scale that back. So there'll be, I think, a reduction in that number over time. We don't have our plans for 2010 completely formalized yet, but I can tell you that based on the environment and what we've been dealing with that we're not going to have a big increase in the number that we had for 2009 unless we have some industry event that causes us to do that. So it's just going to trend down. Typically, when we give the 2010 estimated capital expenditures, we'll give you an estimate of depreciation but typically that will be in January, after our board has reviewed our plans and we're out there ready to announce them.

Ed, I'd like to make the point that the lower CapEx that you're seeing and perhaps you'll see next year does not represent disinvestment in the company. We typically had a three-year trade cycle on our road power and we're trending more toward four-year. But as you can imagine, we are running that equipment fewer miles and so it really works out to be about the same. And the other factor you see is that with the implementation of our parallel line-haul network to serve the regional market, we're able to use city equipment in lieu of road equipment in a number of ways that it's basically equipment that would have been parked against the fence at night but now runs over-the-road at night, and so the combination of those have – allows us to use a little of our altitude with the road CapEx. Edward Wolfe – Wolfe Research: Yes, I understand and –

We'll let you come back around, if you want some more questions.

Your next question comes from Alex Brand – Stephens, Inc. Alex Brand – Stephens, Inc.: Just a couple of things here, Judy, can you give us length of haul and weight per shipment for the quarter?

Let's start with weight per shipment, it was 1,343 and then length of haul of 1,103. Alex Brand – Stephens, Inc.: And if I – I guess I just have to ask if you guys have any update that you care to share on wage concession discussions with the Teamsters?

We're continuing to have an ongoing dialogue with the Teamsters. We don't have any news to report, but that process is continuing. The Teamsters are astute and they see the environment. They read the same newspapers you and I read and they're aware of the cost differential that we have not only with non-union carriers but even the other union carriers. And we share the same vision, the same goal with the Teamsters, in terms of growing our business and adding jobs because, for us, jobs means revenue. So that process is continuing. Alex Brand – Stephens, Inc.: Judy, the tax rate is a little bit different from where it had been tracking. How should we think about that going forward?

Well I think what you're seeing for year-to-date for 2009 is probably pretty indicative of where we'll end up the year. One of the things that helped us was the life insurance, the executive life insurance gain. Those are helpful in the tax rate. So we experienced that in the quarter and that helped us to have a little bit better number there. So if you look at – whenever you look at it on a nine-month basis, I mean you're nearly at the end of the year. I don't expect it to move around a lot.

Your next question comes from Tom Wadewitz – JP Morgan Chase. Tom Wadewitz – JP Morgan Chase: Let's see, I wanted to see if, Judy, if you could give a sense, I think there are a number of moving parts on the comp and benefits line in this quarter and you mentioned, I think, $6 million to $8 million maybe for fourth quarter. Do you have any sense on absolute terms how we would think about comp and benefits for fourth quarter? Is it down or does it end up being kind of a similar level to what you saw in third?

Well, obviously, we can't forecast numbers. We don't give that kind of guidance. But I think whenever you look at what we experienced in the third quarter, particularly relative to the second quarter, we did have some more stabilization in our Workers' Comp and our health care numbers and that is what we anticipated. And that's good. And obviously, we can't predict the future, but we have all the right activities in place to keep those costs where they should be, unless we have some unusual events, which that does happen from time to time. We also, if we have this non-union pension settlement in the fourth quarter, if that does end up being a part of our costs, we'll clearly set that out and you'll be able to see it apart from the other line items on that cost because that is something that's unusual. It's because we have a frozen plan and because of all the activity that we've had to have this year on reduced headcount and that sort of thing, we've had more retirements than normal. And you just get in a plan like that a little bit upside down on the retirements versus the added service and interest costs. And so, but again, that is a little unusual. If it happens in the fourth quarter, we'll set it out for you to be able to see it. Tom Wadewitz – JP Morgan Chase: So do you – so you want us to kind of think about that as a non-recurring type of thing that might come in and not necessarily model it in the forecast for fourth quarter?

It should be. I see it that way. Again, you obviously can't predict the future. If we would continue to have an acceleration of retirements because of people making that decision, you could have that situation again, so I don't want to tell you that you couldn't, but it is relatively unusual. And the reason that it's as sizable as it is is because of the 2008 market losses, that you're effectively having to write off a portion of.

And I think you can see that the 2009 guidance and perhaps the impact of that.

Yes, Bob's point's well taken there. We have actually had, on our pension plan, some good returns. Our non-union pension plan has had really good returns in the mid-double digits and we – that will help us a lot with having reduced costs for next year. Tom Wadewitz – JP Morgan Chase: I guess two other ones and I'll pass it along. The Teamsters, I mean, you were just asked about it, but I mean, are you optimistic, Bob, that you guys are close on getting some wage concessions or benefit concessions with the Teamsters? I had some sense that you might be able to talk about it and that with the third quarter report but obviously that hasn't happened. So are you – do you think you're close on getting something or is it tough to tell whether you get that? And then the other one, I would I would just, in terms of the type of customers that you're winning, whether industry type or kind of regional versus long-haul?

First of all, Tom, for obvious reasons I can't comment on the ongoing discussion or really characterize those in a way I'd like to characterize them. As far as the accounts that we're bringing on I don't notice an industry bias although we have seen – we do seem to be stronger in the middle Atlantic area for some reason, kind of stands out. Maybe it is still a little weaker off of the West Coast. Tom Wadewitz – JP Morgan Chase: What about national versus regional with the type of business you're bringing in?

If you look at long-haul versus short-haul, a reasonable business, certainly we continue to benefit from the improved transit times in the regional. As you recall we cut at least a day of service in over 40% of our lanes and that gets us some relative benefit. But that's probably balanced by increased market share in long-haul lanes. So overall it's a mix and I don't think the length of haul changed a lot.

Your next question comes from the line of Jon Langenfeld – Robert W. Baird & Co. Jon Langenfeld – Robert W. Baird & Co.: When you think about the market share potentially pulling in line or even a little bit better than the market, why do you think that's happening now? Kind of if I track your trends over the last several quarters that has probably been the opposite. So anything specific you can point to of why that may be happening now versus earlier?

The changes that we made in the line haul network not only to support the regional operation but we just implemented a major network change for the line haul network. It's got to have some benefit. And also there's at least one carrier out there that's a suffering a lot of business loss and that bit of business has to go somewhere. And as a final step, even in the midst of other cost rationalization that we've done, we've added a number of sales people. And I think that's been a good move in the downturn and it's having some impact. Jon Langenfeld – Robert W. Baird & Co.: And are those sales people primarily from the industry?

Yes, they are. Jon Langenfeld – Robert W. Baird & Co.: And then on the union potential concessions there, does anything that comes out of that, does it need to have the approval of the union meeting? Does it need to be put to a vote?

Yes, I would expect that after we reach agreement with the national that it would be put to a vote of our employees. And I'd observe that our employees are also pretty bright people and they understand the environment. And we've got a reservoir of goodwill with our employees. We've got great relationships; our employees respect management and we respect our employees. And I think that once we went to a vote and that happens, I would expect a favorable result. Jon Langenfeld – Robert W. Baird & Co.: Great, and then the last question, I mean first congratulations on the retirement Bob and promotion Judy. On that note are there any expenses down the line here for vesting of retirement stock, things like that?

We will have those and I tell you what we'll do is we have a couple of times that we're going to be speaking publicly in November and as we accumulate that information we'll get it out there for you. Jon Langenfeld – Robert W. Baird & Co.: Is that a fourth quarter or first quarter issue?

I think it's partially going to be a fourth quarter issue and partially going to be a first quarter issue and then perhaps later in the year. Jon Langenfeld – Robert W. Baird & Co.: But the $6 to $8 million you've lined out, that's separate?

That's actually related to our non-union regular pension plan, not our supplemental benefit plan.

Your next question comes from the line of Jason Seidl – Dahlman Rose & Co. Jason Seidl – Dahlman Rose & Co.: First off Judy, Bob congratulations, I'll get right to it though. Judy, you said $0.11 in the quarter from life insurance. What does that bring you to a year-to-date basis, can you remind me?

On a year-to-date basis it's $0.15 a share. Jason Seidl – Dahlman Rose & Co.: Consistent, right, so the bulk is coming in the quarter. That's very helpful thank you. Bob, you talked about October tonnage trends reversing a little bit here but that you expected that to revert to sort of the more sort of July to September line that you guys run. Could you talk a little bit to why you think it's going to revert?

I'm looking at some of the metrics like PMI and [ISI] indices that appear to be turning around and some of those indices, like everyone else, we've run correlations. I think it was the PMI that's got like an 86% correlation against our tonnage, against a four-month lag. So certainly, I don't have any more visibility in it then you do. But we're encouraged by an obvious bottoming of a lot of the charts that correlate with our business and a pretty clear up turn in most of them. Jason Seidl – Dahlman Rose & Co.: That's very helpful. And I apologize if I missed the answer to this. Is the new logistics startup company, is that – or the one you purchased – was that a profitable contributor? I know you said about $10 million in revenues but did they turn a profit in the quarter?

They did, FleetNet did and we had –

The rest were probably cost reductions.

And the rest were cost reductions, but pretty much every line in there was a positive story.

Your next question comes from the line John Barnes – RBC Capital Markets. John Barnes – RBC Capital Markets: Congratulations. Bob, real quick, as you look out, your comments about encouraged about a bottoming and that type of thing, just the changes in the employee base and anything you've done from equipment in a terminal standpoint, volume-related type cost. If you're beginning to see that bottoming now and you believe that the volumes are going to begin to kind of maybe uptick here a little bit, how quickly are you going to pull the trigger in trying to get people back in? When do you start to bring furloughed employees back and that type of thing? Or is this a scenario where maybe you let things like overtime pay creep up a little bit to make sure it's real? Can you just talk about how you balance that with the uncertainty versus some confidence that maybe we've seen a bottom?

The great thing about our business is that you get to add your cost after the freight is on trucks. If you have a manufacturing plant you build a plant and hope they come. But with our business we can maintain a lean cost structure until business comes on board. And as you suggested we can increase overtime. We've got some other levers we can pull. And I can assure you we will not add cost back into this company until we have the business to support it. John Barnes – RBC Capital Markets: So this isn't a scenario where you think you see some up turn quicker than you were able to respond to it from a resource perspective?

I think you can look back at 2004 as at least a surrogate for what you might happen. You recall with changes in the hours of service things improved in the truck load sector. And a lot of business got pushed into the LTL sector, and we handled every pound of it. It was good for us. John Barnes – RBC Capital Markets: All right, very good. And then a little bit on the market share. Can you just talk a little bit about how you approach – I'm kind of the opinion right now that maybe there's just not enough market share leaving a weaker competitor that you almost just trip over some of it versus actually having to be out and pursuing it. Can you talk to kind of how you address market share opportunities? Is it are you actively engaged in trying to take business away? Or is this more of business as kind of showing up at your doorstep and looking for a new home?

Well, there has never been a time when we weren't actively out looking for business. And in our business the sales cycle tends to be fairly long. You don't make a sales call on a new account and get the order that day. It's a relationship business. You build that over time. And we're always doing that. I will say that this year we have had – first of all we've got a number of new sales representatives with us and they bring relationships and that's opened some doors. And I think some difficulty with carriers who have cut costs and are starting to do damaged freight and missed pickups have allowed us entrée into some accounts that we've been interested in for years and they weren't willing to talk to us. And so there are a lot of stories out there in the big city but those are a couple of them.

Your next question comes from the line of Ken Hoexter – BofA Merrill Lynch. Ken Hoexter – BofA Merrill Lynch: I want to follow up on a discussion on the base rates. You mentioned base rates were still down but what happens sequentially on the base rates side?

It was worse than it was in the second quarter. I think maybe in our last call we gave you a little hint that that was going to happen because we've seen a worsening trend. Pricing in our industry is more intense than it was earlier in the year. Ken Hoexter – BofA Merrill Lynch: Have you seen that get more aggressive recently? I mean, expectations of very large carriers out there increasing that pace of the decline?

Yes it's been increasingly severe. Ken Hoexter – BofA Merrill Lynch: So then I guess just to wrap up on John's prior question are you then using – are you being more aggressive on the base rate side to take that business?

No but we're responding to incidents, defending our turf. Ken Hoexter – BofA Merrill Lynch: Okay because that's the first time I've heard you directly kind of highlight the competitor wins there. My last question just on the volumes throughout the quarter you gave them throughout the recent quarter. How about a year ago? For the quarter was down 11.5%. You had given, I think, October was down 6%, 7% can you walk us through how the fourth quarter walked out a year ago?

Ken, October was year-over-year down 7%, November down 13% and December down 14.5%.

Your next question comes from the line of Tom Albrecht – BB&T Capital Markets. Tom Albrecht – BB&T Capital Markets: A couple of housekeeping items and then I have a question on pensions in general. What percentage of your business now is under 800 miles? It had been 45, 46 but with all of the opportunities in the market I'm just wondering if that's changed much?

Well, Tom, when we rolled out our new second day improved service offering back in September of last year we really moved that statistic to reporting it on a less than 1000-mile basis and that was really – is about 58% of our business both this year and last year for this quarter. And David can give you the history on that on a 1000-mile or less basis to give you an update there offline. Tom Albrecht – BB&T Capital Markets: That will be fine. And then just in terms of pension reform several questions all kind of related to this. What's your understanding of any meaningful bills moving through Congress? What's the timing? Is your understanding that it would essentially take all orphan cost related to those companies involved in [MEPA] plans, just any color that you can shed on that bigger issue would be helpful.

Well I think you recognize that in Washington all the oxygen is being sucked out with health care. But as that process comes to a conclusion one way or the other you'll start to see attention on a number of issues including pension reform both single employer and multi-employer. They will be combined in one consideration by Congress and I think there's increasing recognition of the fact that it is fundamentally unfair to have companies like ABF responsible for the retirement benefits for companies – for employees that never worked for us. That message resonates and so I think we're looking for changes sooner rather than later. Tom Albrecht – BB&T Capital Markets: Do you have a sense whether there is a good signature bill right now or that remains to be seen if such a bill has been submitted?

There are bills that are under consideration but to my knowledge nothing has been dropped in the hopper yet. Tom Albrecht – BB&T Capital Markets: Okay and so sooner rather than later still doesn't –

Months rather than years, so, how about that? Tom Albrecht – BB&T Capital Markets: And then on the logistics was that a domestic or international opportunity?

It's domestic. We're playing around with concepts but we're – this one is close to home in domestic. We also have a LCL-forwarding operation mainly for exports and we do have the full container import operation, but those are modest. Tom Albrecht – BB&T Capital Markets: Right, so when you say domestic, does that mean brokerage or does that mean related to these capabilities you just described?

We actually have a great freight brokerage operation running as well. But these, again, these are not part of the strategic plan that we've talked about. They're just one of a dozen or so laboratories where we test things out. You may recall that when we began the very significant venture into the [resale] market we didn't roll it out one day with one big idea. We started in a couple of customer service facilities on the East Coast and then came down and then came across the country and we like to pilot things and these are just pilots, albeit successful pilots and that's the best kind of have. Tom Albrecht – BB&T Capital Markets: And I guess lastly clarifying on that EBIT contribution coming out of the other revenue line item. I know you made a bunch of comments there. I guess I'm still confused whether we should think about that now having the ability to have a run rate of at least $1 million or whether it's still less than that but maybe greater than the old kind of $300,000 a quarter.

I don't think that we can predict it. I think I made the comment that it included a lot of lines and they all went in the right direction. And we certainly hope they continue to be contributors. Frankly, I'm looking forward to the time when this company talks about FleetNet America as a separate business entity and it's significant enough, and I think perhaps we'll see the time in the not too distant future where it reaches that kind of success. But in the meantime I'm not sure you can count on the current run rate going forward.

Your next question comes from the line of [Neil Beekman] – BB&T Capital Markets. [Neil Beekman] – BB&T Capital Markets: Just a couple of follow on questions; most of mine have been covered by the other guys. I guess first question just a maintenance question. What percentage of your freight was shipped on the rails this quarter versus a year ago?

We had 12.8% in this year's third quarter and 11.8% in last year's. [Neil Beekman] – BB&T Capital Markets: And was RPM still about 100 basis points drag on the overall OR or where did that fall?

It is, but again, it's just embedded in our cost year-over-year. It's not additive and we consider that as a part of our service offering and a part of our cost structure at this point.

It does give us a little operating leverage going forward. But that's not a year-over-year drag. That's a cumulative number, as Judy said.

Your next question comes from the line of Art Hatfield – Morgan Keegan & Company. Arthur Hatfield – Morgan Keegan & Company: On the pension settlement expense, Judy, my understanding would be that's just kind of accrual or an accounting true up, there's no real cash involved in the $6 million to $8 million?

You're right about that because the contributions – we give you the cash item separately but that's exactly right. Arthur Hatfield – Morgan Keegan & Company: Correct, okay, and then secondly and finally, actually, last year was such an unusual year in volume changes between Q4 and Q3, what have you looked at historically and what have you seen, kind of, volume changes in Q4 relative to Q3, kind of what that normal seasonality is?

Yes, I don't think I have it in front of me quantitatively what that is. I think that we did observe that if you looked a typical year, we were seeing normal seasonal trends this year, sequentially, maybe even a little better until you got into September when it does soften a little bit. Quantitatively, I don't recall what fourth quarter to third quarter or year-to-date had been.

We did discuss one aspect of that and that is that if the new normal is the last three years instead of, say, the last six years what we're seeing in terms of October levels is relatively normal when you compare to September. But that's assuming that this, kind of this fall off, that we started seeing in the fourth quarter of 2006 is the new normal.

Judy brings up a great point. Are we going to have Christmas season like we used to see in the '90s? It's hard to know. It's certainly possible that this influx of trade that you see in October and November, perhaps that's fundamentally changed. Arthur Hatfield – Morgan Keegan: And the new normal you're referring to, Judy, is that more of a flattening in Q4 as opposed to frontloaded?

Well, yes, but also I think a more severe drop off in the fourth quarter when you compare it to third quarter for instance, just in total. I think that's what we just don't know, if that's going to be, like we said, the new normal, but when you get to the point of it being the fourth fourth quarter that you start to have to think about it that way.

Your next question comes from Justin Yagerman – Deutsche Bank Securities. Justin Yagerman – Deutsche Bank Securities: Hey guys, most of my questions were asked and answered, but I just, quickly wanted to get a sense of this non-controlling interest from the acquisition is going to look like on a payout basis. Should we trying to be modeling that straight ling going forward?

I think that we're not going to give a lot of guidance on that. It's going to be an immaterial number, but it is reflective of the fact that we have a minority owner of a portion of that logistic business. Justin Yagerman – Deutsche Bank Securities: Can you just remind me how much of the quarter you have this business for?

The whole quarter. Justin Yagerman – Deutsche Bank Securities: The whole quarter.

Yes. Justin Yagerman – Deutsche Bank Securities: Right.

But we bought this business at the beginning of June, so when you look back to second quarter, it was there for a month. Justin Yagerman – Deutsche Bank Securities: Okay, I think that's all I got. I can take the rest offline. Thank you guys a bunch.

Your next question comes from Edward Wolfe – Wolfe Research. Edward Wolfe – Wolfe Research: Thanks, just a couple of quick follow-ups. Bob, on [MEPA] proposed legislation, if that's going to eliminate orphan liabilities, how much of the contingent withdraw liability do you think is related to that? I know it's not exact, but is that have what the issue is as you see it? Is it greater than that? How do you think about that?

Well, since the language is hypothetical and we don't know what bill is going to be proposed much less enacted. It's really not a question I can respond to. When we get a firm legislation we'll be all over it with you, Ed. Edward Wolfe – Wolfe Research: Okay, but I mean, we can make a scenario and just think about those scenarios. So for instance, a scenario where the government achieves the goal, which I think is a fair and necessary goal, of reducing the pension liabilities from all these orphans, in that scenario where you take a pension fund and it goes from being underfunded to, let's say, hypothetically no longer underfund, I'm guessing that that really is a positive impact to you longer term, and certainly in terms of what your liability on a balance sheet potentially – or not on the balance sheet, but your potential liability looks like. That wouldn't impact what you have to pay in newly defined contributions. And I'm guessing you couldn't go back into that plan until the contract comes up in April '13. Am I thinking about that right from an earnings standpoint?

Well, first of all, Ed, you're correct in that if the recognition of these orphan retirees were removed from our liability that would be a positive event for us. I would say that the underfundedness of the plans is related both to this and the market losses, but I think the combination of recognition of this liability by the PBGC and normal market gains would be a substantially positive event for the funds. You're also correct that the contributions that we make for pensions are fixed in our contract until 2013. But those are conditioned upon a situation which presumably would no longer exist. Edward Wolfe – Wolfe Research: So you think you could open up the contract at that point and renegotiate it?

No, I didn't say that. I think that looking at the longer term, clearly there wouldn't be need for the current level of contribution. Edward Wolfe – Wolfe Research: Once that contract comes up you would be able to obviously reduce that after '13?

Clearly. Edward Wolfe – Wolfe Research: Okay, one last clarification. Somebody asked the question about with bonds retirement and other things, is there going to be some payouts. And I think Judy said some in fourth, some in first, maybe some after that. I was confused whether that was just related to kind of bonds retirement or also the greater executive life insurance issue, and if you could talk about how those two break out going forward.

Well, our comments are not related to the executive life insurance at all. Those are just policies that we have on the officer group that we talk about them because a portion of those are invested much like you would invest in pension plan assets. So that's one thing. The reason I said what I said is because we actually have another officer that is retiring in the fourth quarter that is in our sales area. And so we will have some cost associated with that. And depending on the timing of some of these payouts, we could have a portion of Bob's in the fourth quarter or the first quarter. And then the way these rules work as far as having to defer a portion of the payouts for six months, then we'll have something six months later. So what I'd like to do is give you an updated on that whole picture whenever we have a better estimate of the timing and we have better estimates of the numbers. And as I mentioned, we're going to be speaking publicly a couple of times in November, and what I'll try to do is give you an update on those at that point.

Okay, but let's not think we're going to end the Q&A, I think Bob's got something he wanted to conclude with.

I just wanted to say a final word to the investment community, and Judy now will actually be at a couple of conferences in November, but I don't know if I'll see all of you. So I just wanted to say that my experience with all of you has been just remarkable. I think all of you are highly intelligent. You really have the ability to know our industry, and I think more importantly that, I've seen a real fairness in the way that you have treated our company and a very high level of integrity in the way that you carry about what is a very tough and grueling business for you. I just want you all to know that it's been a remarkable association with you, and I wish all of you the very best going forward. Thank you very much.

Okay, [Melissa] I think that concludes our call.

Thank you for joining today's conference call. You may now disconnect your line.