[Call Starts Abruptly] Will conduct a question-and-answer session. [Operator Instructions] As a reminder, this conference is being recorded today Wednesday, August 01, 2018. And I would now like to turn the conference over to Mr. David Humphrey, Vice President of Investor Relations. Please go ahead sir.

Welcome to the ArcBest, Second Quarter 2018 Earnings Conference Call. Our presentation this morning will be done by Ms. Judy R. McReynolds, Chairman, President and Chief Executive Officer of ArcBest; and Mr. David R. Cobb, Vice President, Chief Financial Officer of ArcBest. Today following Judy and David's opening remarks about the second quarter results, I will conduct a question-and-answer period with them by reading submitted questions that we received last night following our earnings release. We appreciate the questions that we received and we will try to answer as many as we can during the remaining time of this call. We also thank you for joining us. In order to help you better understand ArcBest and its results, some forward-looking statements could be made during this call. As we all know, forward-looking statements by their very nature are subject to uncertainties and risk. For a more complete discussion of factors that could affect the company’s future results, please refer to the forward-looking statements section of the company’s earnings press release and the company’s most recent SEC public filings. In order to provide meaningful comparisons, certain information discussed in this conference call includes non-GAAP financial measures as outlined and described in the tables in our earnings press release. We will now begin with Judy.

Thank you David and good morning everyone. In yesterday afternoons earnings Press Release we reported a strong second quarter, following the solid performance in the beginning of the year as demand in the shipping and logistics market remain quite robust and customers increasingly turn to our integrated supply chain solutions. On a non-GAAP basis, our earnings per share doubled in the second quarter. Revenue was at record levels, pricing was strong and our freight mix improved in our LTL business, offsetting a decline in shipment levels and flat tonnage. During this tight industry period, we are helping our customers navigate the capacity crunch they are experiencing with a variety of assured capacity sources from the assets we own in our LTL network, to the broad network of trusted partners we utilize in our other logistics offering. As customers supply chains become increasingly complex and our capabilities have grown, we've experienced increases in the number of accounts we are managing. When we are fully engaged in every aspect of the customer's business requirements, we can deliver the solutions they need, including capacity choice. With our approach, we help our customers meet the changing demands of their business, while reducing their overall costs. Our managed solutions offerings represent a unique value in the marketplace. With the finalization of our five year agreements with the International Brotherhood of Teamsters following ratification of all supplements, we are well positioned for stability and continue delivery of an excellent customer experience, while keeping costs manageable. And now I’ll discuss more details about our service offerings. The strong freight environment benefited our asset base business providing continued support to our yield management actions as we executed on operational initiatives that resulted in revenue growth and improved profitability. The ongoing positive pricing market is demonstrating itself in several…

Thank you Judy and good morning everyone. Let me begin with some consolidated information. Second quarter 2018 consolidated revenues were $793 million compared to $720 million from last year’s second quarter, a per day increase of 9.3%. On a GAAP basis, we had second quarter 2018 net income of $0.05 per diluted share, which includes the impact of the New England multiemployer pension withdrawal compared to net income of $0.60 per share of last year. As detailed in the GAAP to non-GAAP reconciliation table in yesterday afternoon’s earnings press release, adjusted second quarter 2018 net income was $1.12 per diluted share compared to $0.56 in the same period of 2017. As previously announced, ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund will be restructured effective today; the restructuring results in ABF Freight’s withdrawal as a participating employer in the New England Funds thus triggering our payment of a free negotiated withdrawal liability. In addition, ABF is reentering the fund as a new participating employer, free from any pre-existing withdrawal liability and at a lower future contribution rate. Our second quarter financials include a one-time pretax charge of $38 million or $28 million and a $1.5 per share after tax to record the pension liability. This obligation is being settled through an additional lump sum cash payment of $15 million, plus monthly interest prepayment for the fund over a period of 23 years that have an aggregate present value of approximately $23 million. These payments are tax deductible when we pay them, reducing our after tax cost. The benefits of this transaction, including the reduction of ABFs withdrawal liability for this fund, improvement in the New England funds current financial position, additional security to the ABF employees and rely on the New England…

Thanks David. Before concluding with my usual company and employee highlights, I would like to thank our ABF negotiating team who worked very hard for months on securing our five year agreement with the Teamsters. This process is never easy and I'm proud of our team from reaching an agreement that is fair for employees and affordable for the company. I would also like to thank our Teamsters employees, as well as the rest of our employees for remaining focused on our customers as this process was under way. Now for the quarterly company highlights: In May we were pleased to once again be included in Transport Topics list of Top Freight Brokerage Firms of 2018 coming in at number 18. Also in May we announced that we had moved up 11 slots on the Fortune 1000 list in 2018 to number 763. In June 5 of our ABF service centers received the President's Quality Award for their achievements in 2017. Those were La Crosse, Wisconsin; Brockton Massachusetts; Carlisle Pennsylvania; Evansville, Indiana and Quebec, Canada. We have relied on our quality process since 1984, to ensure we meet and exceed our customers’ expectations. To wrap up today, I’ll add that we are excited to see the work we’ve done to position ArcBest as an integrated logistics company with creative problem solvers produce such solid results, underpinned by some of the best conditions we have seen in the industry for years. In looking at the future, the indicators we study and the overall operating environment points the strength for the rest of the year. Against this backdrop, we will continue working on the many initiatives underway to grow ArcBest for our customers, our employees and our shareholders. And now I'll turn it over to David to conduct our question-and-answer session.

Thank you, Judy. We will now begin our Q&A session. First of all, let me note that we have several questions that were directly addressed in our opening remarks, so I won’t read those questions now. Our first question comes from Will Milby with Seaport Global who asked, has there been a fundamental operational change between 2018 and 2017 or are those beats a function of the pricing changes that have been underway. Is freight mix a strong contributor to recent performance. And then Dave Ross with Stifel asked a similar question. Why did asset based salaries, wages and benefits as a percentage of revenue improve 450 basis points year-over-year?

Well David, our pricing initiatives, including our August 1, 2017 CMC space-based pricing program have played a strong role in our improvement. But our operations team has also done a good job of matching our resources, including labor to the level of shipments we have in our network. The collaborative approach of our sales, pricing and operations teams really played a role in the improvement and they should be acknowledged. Also, I just mentioned that our space-based pricing program has resulted in an improved freight net.

Dave Ross asks, has the industry experienced any significant spillover volumes from the Truckload Carriers and then Chris Wetherbee of Citi asks, are these larger transactional shipments accretive to asset based margins?

David, I'll take that one. We can't speak for the industry, but we have seen this affect our tonnage numbers for some time. We handled some additional spot quoted truckload rated shipments that was helpful from an operational standpoint. Market pricing for these shipments was also a favorable factor impacting our quarterly results. But because these shipments are generally transactional in nature as Judy mentioned earlier, they can impact the service we provide to our LTL customer base, and so throughout the quarter we managed and leveled these shipments on a weekly basis.

Okay. The next question comes from Will Milby. Can you compare way your network is set up to other LTL carriers? Is there anything about how you are setup or the routes you choose that contributes to recent OR improvements.

Thanks David for the question. We believe that our network really effectively serves our customers who have both regional and national needs and that we’re able to do that through one network. We really don't have any comment about the networks of other LTL carriers. We are focused on the customer experience that our customers have. So our network design is really to deliver shipments on time, damage free and intact in the most efficient way, and we believe we have an efficient network that balances line haul miles with the use of our drivers, rail and purchase transportation. However, because freight handlers’ change and we continue to evaluate and optimize our network, without getting into specifics we really made several changes over the past year that have minimized transfers and reduced the number of entities moving throughout our network. These changes along with other initiatives have also improved reliability for our customers.

Todd Fowler of KeyBanc submitted his question. Please provide color around healthcare costs in the quarter. It seems as if this was a positive in first quarter results, but the sustainability was uncertain. What was the impact to second quarter, and is it more sustainable?

Yeah Todd, non-union healthcare costs have been a good story this year, being down compared to last year almost $4 million year-to-date on a consolidated basis. Most of that reduction occurred in the asset base segment and that occurred in the first quarter. The second quarter consolidated healthcare costs were down about $600,000 versus the prior year. In addition to our wellness initiatives and as a reminder, wellness is a core value for this. And as I mentioned earlier, we are benefiting from a new healthcare partner that was initiated in August of last year. So we will be challenged to continue to see reductions related to the new agreement as we move forward, but we do have in place additional programs designed to improve employee outcomes and lower cost.

Okay, Todd also asked this question. Can you provide an update on the home delivery shipments? Is that still an area of growth or has that segment moderated?

Yeah, we are an entrusted partner for customers that require residential deliveries. We view these customers and shipments as a great opportunity, but one that requires us to continually advance our services and shipment charges in order to offer a superior customer experience the results in acceptable profit margins for our company. In the first half of 2017, as you pointed out we experience significant growth of shipments requiring residential delivery. With that tough comparison, residential shipments in the second quarter 2018 were down 18% versus second quarter of 2017.

The next one is from Will Milby. Are you seeing a growing demand for more retail related shipments? And do you believe this is related to truckload overflow or maybe a secular shift in the LTL world?

Thanks David, that's a good question that Will asked. Our retail customers are facing increasingly complex challenges. They are faced with requirements and demands, delivery windows for instance that are being driven by the end consumer, which is causing the time frame to get products to the store shelves or made available to consumers to be more difficult to accomplish. Retailers look to us for increased visibility and certainty for accomplishing their objectives, because the penalty for failure are extreme and will eat away at their margins if they're exposed to them. The access we have, the flexible and comprehensive capacity sources allows us to effectively serve these customers. I do believe our best is designed to better serve the needs of today's retailers, because of our combined asset base and Asset-Light service offerings, and the integration of these solutions that’s possible. The retail related shipments definitely provide a growth opportunity for us as we go forward.

Okay, Chris Wetherbee asked this. From where are you seeing the sequential strength, growth from existing accounts, from new accounts or is it truckload spillover?

Well, Chris’s question is also a good one. We’re seeing strength from both existing and new accounts, and as we typically do, we’re seeing sequential improvement in our U-Pack moving business, which is truckload rated. However, as we look at our volume truckload business, it's really down sequentially from first quarter to second quarter, but that's typical because we utilize more of those volume shipments in our seasonally weak period, so thanks.

Okay. Next Will Milby asked, what are your thoughts on this cycle and your view on its longevity? Investors continue to fear the peak, but our best just seems to be getting started with solid performance on pricing and growing weight per shipment.

Many of the economic indicators that we’re following are still rising. As indicated by PMI, which is nearly a point and a half in each of the last few months, the last time the PMI was this strong for this long was in 2004 and 2005. Also the industrial production index has been on an upward trend since really late 2015. June’s value was an all-time high. A goods producing job and the inventory to sales ratio which are both showing positive trends are other important economic indicators for us, because they correlate favorably with the LCL market. So David, we’re seeing many signs of strength from the economic indicators that we follow.

Okay, next Dave Ross asked about the effects of the new trade tariffs on our business. Dave, I’ll take that one. We've heard some discussion about this from our customers, but it's really not material at this point to our business. Okay, and next Dave also asked this. How has the labor market evolved over the last few quarters? Is it still tough to find qualified drivers?

That’s a good question that Dave asked and certainly relevant in this environment. And we have had some challenges finding drivers in certain locations; however, we have a number of programs to add drivers which include our Teamster military assistance programs, the ABF driver development program, and our Dock to Driver program. As a result of these programs, we have a solid pipeline of potential drivers. We also have initiatives to recruit and retain owner operators in our Asset-Light business and our efforts are gradually improving our numbers.

Okay, Will Milby asked this one. How have efforts to push price on Asset-Light customers to overcome higher purchased transportation costs progressed.

Well, you know certainly most customers are understanding and are aware that there is extremely tight supply in the truck load and expedite areas and that spot prices have risen dramatically to enable securement of limited capacity. We definitely have to be competitive to secure loads and what's interesting is we find that pricing is sometimes secondary to our customers concern over capacity.

Okay, Chris Wetherbee asked this. Asset life EBIT comps gets harder in the second half. Do you think full year operating profit growth is possible in this segment? And also Jason Seidl of Cowen asked, could you expand on the increased costs for technology and personnel. Is this something we should expect to pay off in the future that hurt margins in the short term. Judy, would you like to elaborate on that?

Sure. You know I certainly agree that the comparisons are more difficult in the second half, but since we don't really provide guidance let me say that we're very focused on meeting our growth objectives in these services by the good execution with our best sales force. We believe that our customers need our Asset-Light services, especially in this capacity constrained environment. Also, we are working on a number of initiatives that are really important for us, especially in our Asset-Light service line and one of those initiatives relate to analytics that we're applying to our pricing decisions which guides our employees to make better decisions based on several factors and that includes our best capacity options, both internal and external. This should result in improved success rates, enabling shipment growth and net revenue improvement. We're also making technology investments that allow our fulfillment team’s greater visibility and capacity options that are effective for customers and for us. Another area we're investing in is owner operator and carrier recruiting as I previously mentioned, and we're seeing some gradual improvement there. And then finally, our customers are responding positively to our managed solutions offerings as well. Our customers are really focused on effective and efficient supply chain solutions and increasingly they're bringing us in and we’re developing those solutions for them and then executing them once they are in place, and as a result we are really seeing some good opportunities for growth in that arena.

Matt Alcott of Cowen asked this. Why are the asset like shipment counts down? Are you losing market share?

Well, during the second quarter our asset like team was impacted by the challenges of balancing yield per shipment with the ability to cover loads and because of very tight capacity in the market, it has been difficult to get the truck’s needed to grow our asset like shipment count. So changes in our asset like customer mix also played a role as they resulted in reductions in total shipments that we received from some customers, and so you know when you look at what's happening there, it really is kind of the result of a challenging environment that stems from this high capacity.

Alright, Brad Delco of Stephens asked why mid quarter updates had revenue for hundredweight up about 11% in April and May, but the quarter ended at 9.4%. What caused the difference in performance relative to April and May information that was provided during those updates?

Yeah, I appreciate the clarifying question from Brad. We intimated a general rate increase on April 16 of this year and ended on May 22 of last year. So the comparison to the GRI in late May 2017, it was really the primary reason that our full quarter revenue per hundredweight measure was different than our mid quarter update.

Okay, this one is from Chris Wetherbee. Have you completed the process of re-pricing underperforming accounts?

Yeah, you know our yield and sales teams have done some remarkable work benefiting from a strong environment. We lacked the prior year implementation of the CNC space-based pricing this month. While we have a process of constantly reviewing the account performance, we are mostly finished with the pricing adjustments that were needed. So we believe we're positioned to grow this account and take on new business in a more profitable fashion.

Matt Brooklier of Buckingham asked this. ArcBest generated very healthy yield grow during the second quarter given all the processing initiatives by management. This is clearly paying off given breaks directionally improving OR, but can management remind us of the timing around when we lapped last year's yield initiatives that have contributed to meaningful process improvement year-over-year.

Yeah, I agree with Matt, and just as a reminder, our pricing initiatives began in the spring if 2017. We implemented the space-based pricing program on August 1, 2017.

Alright, so last night we had a number of questions around our processing expectations for the second half of the year, including a percentage of our contract differed processing agreements that are anticipated to be reprised. David please provide some color to address all those questions.

Okay, as I mentioned earlier, we secured an average 4.5% increase on asset based customer contract renewals and the differed pricing agreements that were negotiated during the quarter. About a little more than a half of our contractual and different pricing agreements are reprised in the second half of the year. We continue to experience sequential improvement due to price, fuel surcharge increases and profile factors. Though we don't give guidance, we do acknowledge that the comparisons are tougher to overcome in the second half of the year. As we mentioned, we are largely finished with our intentional price actions, but we do need to -- still need to address some space-based pricing with some customers. But overall we believe that the pricing environment is still strong.

Todd Fowler asked for a CapEx update for 2018 and wondered if we had an update as well or your initial thoughts on 2019 CapEx.

Right, that's a good reminder for everyone here. Our estimate for 2018, total net capital expenditures including equipment expected to be financed hasn't changed from the range of $155 million to $165 million that we provided earlier in the year. As a reminder, this includes revenue equipment purchases of approximately $100 million, which is primarily for our asset based operation. And as we did last year, our new 2018 road tractors will be equipped with enhanced safety technology, including the lane departure warning, collision mitigation and forward facing capture, video capture. The timing of our tractor delivers though was behind the prior year schedule, but we do expect the majority of the CapEx to be completed in the third quarter. And regarding to 2019, we anticipate that we’ll provide our 2019 CapEx plans along with our fourth quarter results in early 2019.

Okay, also we received several questions about sequential OR comparisons. While we don't provide guidance, in his earlier remarks David Cobb described a number of factors that should be considered, that might cause the current year sequential comparisons to be different from the historical patterns. Moving along now, Brad Delco and Matt Brooklier both ask about the profit sharing bonus of the new labor agreement and its potential for impacting 2018.

Yeah, another clarifying question, and so the profit sharing bonus is available in the new contracts upon the asset base segments achievements annual operating ratios of 96 or better for any full calendar year during the agreement. So that provision pertains to years 2019 through 2022.

Okay, Brad Delco also asked this one. Looking longer term, how does ArcBest get its union benefit costs more in-line with its competitors of both health and welfare?

Well Brad, you know with an average annual increase of 2% over the life of the contract and that's in total for our contracts wage and benefits, you know we believe that our total increases will be less than most competitors, and that will be over the next 5 years. But also we're going to continue to work to improve efficiencies of our operations through technologies we deployed such as our handheld, our dock tablets and our street and line-haul optimization systems and efforts.

Dave Ross sent this one in. What were you most proud of in the recent Teamsters contract and what were you most disappointed with regarding the contract?

Well as I did earlier, you know I want to congratulate the team for our efforts you know to finalize this process and you know certainly our goal was to achieve a contract that was fair to employees and affordable for the company and we did that. But our Teamsters employees are the best compensated in the industry in terms of wages and benefits including health and pension. This agreement provides for stability of our employees and for our customers at a time when the logistics industry continues to undergo rapid change. Something that we would have liked to have accomplished is a really a more market based and reliable retirement benefit outcome for our employees.

Next, Matt Brooklier wondered about the potential for a lower focus on yield growth during the second half of 2118 and more focus on tonnage.

Although we have largely completed our intentional pricing actions, we continue to provide value for our customers and find that they are willing to pay for the high level of services we provide and to grow with us. So the way I would answer that question is that we intend to continue to pursue profitable growth opportunities with both new customers, as well as our existing customers and we believe the environment is good for us to be able to accomplish that.

Okay Todd Fowler asked this, could you talk strategically around your approach to growing tonnage in the asset based business? It seemed like it declined for a period and now is starting to grow again. Is this is a reflection of seeing the benefits of your pricing actions or some other initiative?

Well it is certainly the benefits of our pricing actions, but we also have a fully engaged sales force that is very focused on delivering appropriate solutions to our customers and building strong data driven relationships, so that we can respond to their changing needs and their challenges, and the investments that we make in customers, we believe pay off. We do feel like we have favorably affected are freight mix and that we are better positioned to grow profitably from here as a result of our yield actions.

Okay, and the last question that we received and we’ll cover that now, it also comes from Todd Fowler who wondered what strategic areas of the business are you looking to invest in from the growth capital or M&A standpoint.

Well from an M&A standpoint, although we consistently review acquisition targets, we really see that our greatest opportunities for growth lie in our existing services. Our research shows that our customers desire the solutions that we provide and it's increasingly important that we integrate the solution for them in a seamless way. So although when we look at acquisition targets we find the ones that are most interesting to us, those that would advance the technology that we're deploying in our business allowing us greater visibility for customers or opportunities I'd say to scale our business. We are focused on the organic opportunities that we have. But again, we are aware of those acquisition opportunities that could do those things that I mentioned.

Okay. Well, we kind of took a new approach this time. I think it went really well. We appreciate the corporation of everybody on working with us on that and submitting questions yesterday. I’m pleased that we were able to respond to all of the questions that we received. We thank you for joining us this morning and we appreciate your interest in ArcBest. This concludes our call.

Ladies and gentlemen, that does conclude the conference call for today. Thank you for your participation. You may now disconnect your lines.