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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K  

x
 
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
for the fiscal year December 31, 2013.
¨
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
for the transition period from             to             .
 
Commission file number 0-19969
ARKANSAS BEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
71-0673405
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3801 Old Greenwood Road, Fort Smith, Arkansas
 
72903
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code 479-785-6000
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange
on which registered
Common Stock, $0.01 Par Value
 
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
 
None
 
 
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨            Accelerated filer x            Non-accelerated filer ¨               Smaller reporting company ¨
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
 
The aggregate market value of the Common Stock held by nonaffiliates of the registrant as of June 28, 2013, was $558,788,318.
 
The number of shares of Common Stock, $0.01 par value, outstanding as of February 24, 2014, was 25,868,155.
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the registrant’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated by reference in Part III of this Form 10-K.

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ARKANSAS BEST CORPORATION  
FORM 10-K  
TABLE OF CONTENTS
 
ITEM
NUMBER
 
PAGE
NUMBER
 
 
 
 
 
 
 
 
 
 

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PART I
 

Forward‑Looking Statements
 
This Annual Report on Form 10‑K contains certain “forward‑looking statements” within the meaning of the federal securities laws. All statements, other than statements of historical fact, included or incorporated by reference in this Annual Report on Form 10‑K, including, but not limited to, those under “Business” in Item 1, “Risk Factors” in Item 1A, “Legal Proceedings” in Item 3, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, are forward‑looking statements. Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “may,” “plan,” “predict,” “project,” “scheduled,” “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 belief and assumptions using currently available information, and expectations, as of the date hereof, 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, we cannot provide assurance that our expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements. Any differences could be caused by a number of factors, including, but not limited to:
 
•
general economic conditions and related shifts in market demand that impact the performance and needs of industries served by Arkansas Best Corporation’s subsidiaries and/or limit our customers’ access to adequate financial resources;
•
unfavorable terms of or the inability to reach agreement on future collective bargaining agreements or a workforce stoppage by our employees covered under our collective bargaining agreement;
•
relationships with employees, including unions;
•
union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans;
•
competitive initiatives, pricing pressures, 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;
•
availability of fuel;
•
default on covenants of financing arrangements and the availability and terms of future financing arrangements;
•
availability and cost of reliable third‑party services;
•
disruptions or failures of services essential to the operation of our business or the use of information technology platforms in our business;
•
timing and amount of capital expenditures, increased prices for and decreased availability of new revenue equipment, and decreases in value of used revenue equipment;
•
future costs of operating expenses such as maintenance and fuel and related taxes;
•
self‑insurance claims and insurance premium costs;
•
governmental regulations and policies, including environmental laws and regulations;
•
potential impairment of goodwill and intangible assets;
•
the impact of our brands and corporate reputation;
•
the cost, timing, and performance of growth initiatives;
•
the cost, integration, and performance of any future acquisitions;
•
the costs of continuing investments in technology, a failure of our information systems, and the impact of cyber incidents;
•
weather conditions; and
•
other financial, operational, and legal risks and uncertainties detailed from time to time in Arkansas Best Corporation’s Securities and Exchange Commission (“SEC”) public filings.

Cautionary statements identifying important factors that could cause actual results to differ materially from our expectations are set forth in this Annual Report on Form 10‑K, including, without limitation, in conjunction with the forward‑looking statements included or incorporated by reference in this Annual Report on Form 10‑K that are referred to above. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements set forth in this Annual Report on Form 10‑K in “Risk Factors” under Item 1A. All forward‑looking statements included or incorporated by reference in this Annual Report on Form 10‑K and all subsequent written or oral forward‑looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements. The forward‑looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise.


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ITEM 1. BUSINESS

Arkansas Best Corporation
 
Arkansas Best Corporation (the “Company”) was incorporated in Delaware in 1966. Headquartered in Fort Smith, Arkansas, the Company is a freight transportation services and solutions provider with five reportable operating segments. The Company’s principal operations are conducted through its Freight Transportation operating segment, which consists of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF Freight”). The Company’s other reportable operating segments are the following non‑asset‑based businesses: Premium Logistics & Expedited Freight Services, Domestic & Global Transportation Management, Emergency & Preventative Maintenance, and Household Goods Moving Services. These non‑asset‑based businesses accounted for approximately 25% of 2013 total revenues before other revenues and intercompany eliminations. As of December 2013, the Company and its subsidiaries had a total of 11,420 active employees of which approximately 67% were members of labor unions.
 
The Company continually analyzes where additional capital should be invested and management resources should be focused to improve relationships with customers and meet their expanding needs. Management of the Company is focused on increasing returns to our stockholders. In response to customers’ needs for an expanded service offering, the Company has strategically increased investment in its non‑asset‑based businesses. The additional resources invested in growing the non‑asset‑based businesses is part of management’s long‑term strategy to ensure the Company is well equipped to serve the changing marketplace through these businesses and its traditional less‑than‑truckload (“LTL”) operations to provide a comprehensive suite of transportation and logistics services. As part of such strategy, the Company acquired Panther Expedited Services, Inc. (“Panther”) on June 15, 2012. Panther, which is reported as the Premium Logistics & Expedited Freight Services segment, is one of North America’s largest providers of expedited freight transportation services with expanding service offerings in premium freight logistics and freight forwarding. Effective July 1, 2013, the Company formed the Domestic & Global Transportation Management segment, which operates as ABF Logistics, Inc. (“ABF Logistics”), in a strategic alignment of the sales and operations functions of the Company’s logistics businesses.

Through ABF Freight, Panther, and the other non‑asset‑based business units, the Company offers end‑to‑end logistics solutions and expertise for its customers’ unique shipping needs, including: domestic and global transportation of LTL, truckload or full‑container load (“FCL”), and less‑than‑container load (“LCL”) shipments; expedited ground and time‑definite delivery solutions; freight forwarding services; freight brokerage; transportation and warehouse management services; roadside assistance and total maintenance services for medium‑ and heavy‑duty vehicles; and household goods moving market services for consumers, corporations, and the military.

Certain reclassifications have been made to the prior years’ operating segment data to conform to the 2013 presentation. The Company’s transportation brokerage operations, which were previously reported as the Truck Brokerage and Management segment as of and for the years ended December 31, 2012 and 2011, and the Company’s worldwide ocean shipping solutions and transportation and warehouse management services businesses, which were previously reported within the Freight Transportation segment as of and for the years ended December 31, 2012 and 2011, were reclassified to the Domestic & Global Transportation Management segment. There was no impact on consolidated amounts as a result of these reclassifications.

Freight Transportation Segment
 
ABF Freight Business Overview
The Freight Transportation segment represents the operations of ABF Freight, which includes ABF Freight System, Inc., the Company’s largest subsidiary, and certain other subsidiaries of the Company, including ABF Freight System (B.C.), Ltd.; ABF Freight System Canada, Ltd.; ABF Cartage, Inc.; and Land‑Marine Cargo, Inc. ABF Freight’s revenues, which totaled $1.8 billion for the year ended December 31, 2013 and $1.7 billion for each of the years ended December 31, 2012 and 2011, accounted for approximately 75%, 81%, and 89% of the Company’s total revenues before other revenues and intercompany eliminations in 2013, 2012, and 2011, respectively. Note N to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K contains additional segment financial information, including revenues, operating income, and total assets for the years ended December 31, 2013, 2012, and 2011.
 

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ITEM 1. BUSINESS – continued


ABF Freight has been in continuous service since 1923. ABF Freight System, Inc. is the successor to Arkansas Motor Freight, a business originally organized in 1935 which was the successor to a local LTL carrier that was originally organized in 1923. ABF Freight expanded operations through several strategic acquisitions and organic growth and is now one of the largest LTL motor carriers in North America, providing direct service to more than 98% of U.S. cities having a population of 30,000 or more. ABF Freight provides interstate and intrastate direct service to more than 48,000 communities in all 50 states, Canada, and Puerto Rico. ABF Freight also provides motor carrier freight transportation services to customers in Mexico through arrangements with trucking companies in that country.
 
In an ongoing effort to manage its cost structure to business levels, the Company periodically evaluates and modifies the ABF Freight network to reflect changes in customer demands and to reconcile ABF Freight’s infrastructure with tonnage levels and the proximity of customer freight. On December 4, 2013, ABF Freight System, Inc. filed a change of operations proposal with the International Brotherhood of Teamsters (the “IBT”) that upon implementation should result in improved transit times for customers, enhanced operational efficiency, and greater density in ABF Freight’s LTL freight network. The proposed change is part of an ongoing, dynamic network analysis that was initiated in 2013. In January 2014, the IBT approved the change of operations for the consolidation of 21 smaller terminals into nearby facilities. Combined with the consolidation of eight smaller terminals which was carried out in the second half of 2013 without disruption to customers, the number of total ABF Freight service facilities will be reduced to 248 after implementation of the change of operations. ABF Freight will continue to directly serve customers in all the markets it currently serves. The costs associated with the ABF Freight network adjustments are not expected to be material. There can be no assurances that these changes, if made, will result in a material improvement of ABF Freight’s results of operations.
 
ABF Freight offers transportation of general commodities through standard, expedited, and guaranteed LTL services – both nationally and regionally. General commodities include all freight except hazardous waste, dangerous explosives, commodities of exceptionally high value, commodities in bulk, and those requiring special equipment. ABF Freight’s shipments of general commodities differ from shipments of bulk raw materials, which are commonly transported by railroad, truckload tank car, pipeline, and water carrier. General commodities transported by ABF Freight include, among other things, food, textiles, apparel, furniture, appliances, chemicals, nonbulk petroleum products, rubber, plastics, metal and metal products, wood, glass, automotive parts, machinery, and miscellaneous manufactured products.
 
ABF Freight provides shipping services to its customers by transporting a wide variety of large and small shipments to geographically dispersed destinations. Typically, LTL shipments are picked up at customers’ places of business and consolidated at a local service terminal. Shipments are consolidated by destination for transportation by intercity units to their destination cities or to distribution centers. At distribution centers, shipments from various terminals can be reconsolidated for other distribution centers or, more typically, local terminals. After arriving at a local terminal, a shipment is delivered to the customer by local trucks operating from the terminal. In some cases, when one large shipment or a sufficient number of different shipments at one origin terminal are going to a common destination, they can be combined to make a full trailer load. A trailer is then dispatched to that destination without rehandling. The LTL transportation industry, which requires networks of local pickup and delivery service centers combined with larger distribution facilities, is significantly more infrastructure‑intensive than truckload operations and, as such, has higher barriers to entry. Costs associated with an expansive LTL network, including investments in real estate and labor costs related to local pickup, delivery, and cross‑docking of shipments, are substantially fixed in nature unless service levels are significantly reduced.
 
Over the last several years, ABF Freight has integrated regional service offerings with its traditional long‑haul model to facilitate its customers’ next‑day and second‑day delivery needs throughout the United States. Development and expansion of the regional network required added labor flexibility, strategically positioned freight exchange points, and increased door capacity at a number of key locations. The integration of regional service offerings into the ABF Freight network allows for consistent and continuous LTL service within a single‑carrier platform regardless of distance, and has resulted in reduced transit times in over 46% of the lanes in ABF Freight’s network. ABF Freight defines the regional market, which represented approximately 60% of its tonnage in 2013, as tonnage moving 1,000 miles or less.
 
During the year ended December 31, 2013, no single customer accounted for more than 5% of ABF Freight’s revenues, and the ten largest customers, on a combined basis, accounted for approximately 11% of its revenues. In 2013, ABF Freight managed 4.6 million customer shipments weighing a total of 6.3 billion pounds for an average weight of 1,361 pounds per shipment. As of December 31, 2013, ABF Freight utilized approximately 3,700 tractors and 20,000 trailers in its linehaul and local pickup and delivery operations.
 

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ITEM 1. BUSINESS – continued


ABF Freight Employees
As of December 2013, ABF Freight had approximately 10,000 active employees. Employee compensation and related costs are the largest components of ABF Freight’s operating expenses. In 2013, such costs amounted to 61.0% of ABF Freight’s revenues. As of December 2013, approximately 76% of ABF Freight’s employees were covered under the ABF National Master Freight Agreement (the “ABF NMFA”), the collective bargaining agreement with the IBT which extends through March 31, 2018. The ABF NMFA was ratified on June 27, 2013, by a majority of ABF Freight’s IBT member employees who chose to vote. Following resolution of certain supplements to the ABF NMFA which were not approved at the time the collective bargaining agreement was ratified, the IBT implemented the ABF NMFA on November 3, 2013. The primary changes to the labor agreement under the ABF NMFA include a 7% wage rate reduction which went into effect upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years and a 2.5% increase on July 1, 2017; a one‑week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT for which the rate increases were applied retroactively to August 1, 2013. The net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. For subsequent years through the end of the agreement in 2018, the combined contractual wage and benefit contribution rate is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis.
 
Amendments to the Employee Retirement Income Security Act of 1974 (“ERISA”), pursuant to the Multiemployer Pension Plan Amendments Act of 1980 (the “MPPA Act”), substantially expanded the potential liabilities of employers who participate in multiemployer plans. Under ERISA, as amended by the MPPA Act, an employer who contributes to a multiemployer pension plan and the members of such employer’s control group are jointly and severally liable for their share of the plan’s unfunded vested liabilities in the event the employer ceases to have an obligation to contribute to the plan or substantially reduces its contributions to the plan (i.e., in the event of plan termination or withdrawal by the Company from the multiemployer plans). See Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more specific disclosures regarding the multiemployer plans to which ABF Freight contributes.
 
ABF Freight operates in a highly competitive industry which consists predominantly of nonunion motor carriers. The Company’s nonunion competitors have a lower fringe benefit cost structure and less stringent labor work rules, and certain carriers also have lower wage rates for their freight‑handling and driving personnel. Wage and benefit concessions granted by the IBT to certain union competitors in recent years also allow for a lower cost structure than that of ABF Freight. Despite the improvements in the terms of the ABF NMFA, as previously described, ABF Freight continues to pay some of the highest benefit contribution rates in the industry under its collective bargaining agreement. These benefit rates include contributions to multiemployer plans, a portion of which are used to pay benefits to individuals who were never employed by ABF Freight. Information provided by a large multiemployer pension plan to which ABF Freight contributes indicates that more than 50% of the plan’s benefit payments are made to retirees of companies that are no longer contributing employers.

During recent recessionary economic conditions, competitors with lower labor cost structures reduced freight rates to gain market share. These competitive actions in recent years limited ABF Freight’s ability to maintain or increase base freight rates to sufficient levels. ABF Freight has continued to address with the IBT the effect of ABF’s wage and benefit cost structure on its operating results. The Company expects the combined effect of immediate cost reductions under the ABF NMFA, lower cost increases throughout the contract period, and increased flexibility in labor work rules, as previously discussed in this section, to be crucial steps in more closely aligning ABF Freight’s labor cost structure with that of its competitors.
 
Due to its national reputation, its working conditions, and its wages and benefits, ABF Freight has not historically experienced any significant long‑term difficulty in attracting or retaining qualified employees, although short‑term difficulties have been encountered in certain situations. Management believes that its employees are important to ABF Freight’s focus on customer service and careful cargo handling. See Reputation and Responsibility within this Freight Transportation Segment section for information regarding ABF Freight’s recognition for safety, claims prevention, and employee leadership.
 

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Competition, Pricing, and Industry Factors
ABF Freight competes with nonunion and union LTL carriers, including YRC Freight and YRC Regional Transportation (reporting segments of YRC Worldwide Inc.), FedEx Freight, Inc., UPS Freight (a business unit of United Parcel Service, Inc.), Con‑way Freight (a business unit of Con‑way Inc.), Old Dominion Freight Line, Inc., Saia, Inc., and Roadrunner Transportation Systems, Inc. ABF Freight actively competes for freight business with other national, regional, and local motor carriers and, to a lesser extent, with private carriage, domestic and international freight forwarders, railroads, and airlines. Competition is based primarily on price, service, and availability of flexible shipping options to customers. ABF Freight seeks to offer value through identifying specific customer needs and providing operational flexibility in order to respond with customized solutions. ABF Freight’s careful cargo handling and use of technology, both internally to manage its business processes and externally to provide shipment visibility to its customers, are examples of how ABF Freight adds value to its services.
 
Competition for freight revenue during the recent recessionary periods of lower available tonnage, particularly in 2010 and 2009, resulted in price reductions throughout the industry. Pricing on the Company’s traditional LTL business was adversely impacted during this time in which ABF Freight was not able to adequately secure base LTL price increases. The Company’s LTL motor carrier subsidiaries continue to offer individually negotiated pricing programs. Approximately 35% of ABF Freight’s business is subject to ABF Freight’s base LTL tariffs, which are affected by general rate increases, combined with individually negotiated discounts. Rates on the other 65% of ABF Freight’s business, including business priced in the spot market, are subject to individual pricing arrangements that are negotiated at various times throughout the year. ABF Freight also charges a fuel surcharge based upon changes in diesel fuel prices compared to a national index. Throughout 2013, the fuel surcharge mechanism generally continued to have market acceptance among ABF Freight’s customers, although certain nonstandard pricing arrangements have limited the amount of fuel surcharge recovered.

The trucking industry, including ABF Freight, is directly affected by the state of the residential and commercial construction, manufacturing, and retail sectors of the North American economy. The trucking industry faces rising costs, including costs of compliance with government regulations on safety, equipment design and maintenance, driver utilization, and fuel economy, and rising costs in certain non‑industry specific areas, including health care and retirement benefits. The trucking industry is dependent upon the availability of adequate fuel supplies. ABF Freight has not experienced a lack of available fuel but could be adversely impacted if a fuel shortage develops. Freight shipments, operating costs, and earnings are also adversely affected by inclement weather conditions. In addition, seasonal fluctuations affect tonnage levels. The second and third calendar quarters of each year usually have the highest tonnage levels, while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly freight tonnage levels.
 
The U.S. Department of Transportation (“DOT”) hours‑of‑service rules regulating driving time for commercial truck drivers became effective in January 2004. The Federal Motor Carrier Safety Administration (“FMCSA”) of the DOT issued revised hours‑of‑service rules in December 2011. The effective date of the final hours‑of‑service rules was February 27, 2012 with a July 1, 2013 compliance date for selected provisions. The final rule retained the daily maximum driving limit of 11 hours but reduced the maximum weekly driving hours to 70 from 82. Implementation of the new hours‑of‑service rules has had a slightly negative impact on ABF Freight’s fleet utilization. Future modifications to the hours‑of‑service rules may further impact ABF Freight’s operating practices and costs.
 
The FMCSA is expected to issue a revised proposal in 2014, which will be followed by a comment period, regarding the requirements for interstate commercial trucks to install electronic logging devices (“ELDs”) to monitor compliance with hours‑of‑service regulations. Motor carriers are expected to be required to be in compliance within two years after the effective date of the final rule. ABF Freight is in the early stages of implementing an ELD solution that will allow for the electronic capture of drivers’ hours of service, as well as for improvement in administrative, dispatch, and maintenance efficiencies.
 
Technology
The Company’s advancements in technology are important to customer service and provide a competitive advantage. The majority of the applications of information technology used by the Company have been developed internally and tailored specifically for customer or internal business processing needs.
 
ABF Freight makes information readily accessible to its customers through various electronic pricing, billing, and tracking services, including a logistics application for Apple iPhone and iPad devices which allows customers to access information about their ABF Freight shipments and request shipment pickup. Online functions tailored to the services requested by ABF Freight customers include bill of lading generation, pickup planning, customer‑specific price quotations, proactive tracking, customized e‑mail notification, logistics reporting, dynamic rerouting, and extensible markup language (XML) connectivity. This technology allows

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ITEM 1. BUSINESS – continued


customers to incorporate data from ABF Freight’s systems directly into their own Web site or backend information systems. As a result, ABF Freight’s customers can provide shipping information and support directly to their own customers.
 
Wireless technology enhances the speed and utility of the system by streamlining procedures across ABF Freight’s transportation network. City drivers, dockworkers, dispatchers, and others are connected to the system and to customers in real time via mobile devices. These devices allow for more efficient shipment pickups, paperless dock operations, and optimal load planning.
 
Insurance, Safety, and Security
Generally, claims exposure in the motor carrier industry consists of workers’ compensation, third‑party casualty, and cargo loss and damage. ABF Freight is effectively self‑insured for generally $1.0 million of each workers’ compensation loss, generally $1.0 million of each third‑party casualty loss, and the first $1.0 million of each cargo loss. Certain other motor carrier subsidiaries of the Company are insured and have lower deductibles on their policies. The Company maintains insurance that it believes is adequate to cover losses in excess of such self‑insured amounts. However, the Company has experienced situations where excess insurance carriers have become insolvent. The Company pays assessments and fees to state guaranty funds in states where it has workers’ compensation self‑insurance authority. In some of these states, depending on the specific state’s rules, the guaranty funds may pay excess claims if the insurer cannot pay due to insolvency. However, there can be no certainty of the solvency of individual state guaranty funds. The Company has been able to obtain what it believes to be adequate insurance coverage for 2014 and is not aware of any matters which would significantly impair its ability to obtain adequate insurance coverage at market rates for its motor carrier operations in the foreseeable future. As evidenced by being a six‑time winner of the American Trucking Associations’ President’s Trophy for Safety, Excellence in Security Award, and Excellence in Claims/Loss Prevention Award, ABF Freight believes that it has maintained one of the best safety records and one of the lowest cargo claims ratios in the LTL industry.
 
ABF Freight is subject to the Compliance, Safety, and Accountability (“CSA”) program of the FMCSA which was fully implemented in 2010 to enforce the current motor carrier safety regulations of the DOT. The components of CSA include the measurement of motor carriers and drivers in seven behavior analysis and safety improvement categories (“BASIC”), as well as evaluation and intervention programs. Based on the most recently published carrier scores, ABF Freight continued to demonstrate its best‑in‑class safety reputation, scoring better than the average of its LTL competitors and well below the alert thresholds in all five publicly available BASIC scoring categories. Generally, LTL carriers posted more favorable safety scores than truckload carriers. Unsatisfactory CSA scores could result in a DOT intervention or audit, resulting in the assessment of fines, penalties, or a change in a carrier’s safety rating. Enforcement of CSA may lead to a decline in available drivers and trucking companies. This industry safety dynamic could provide an opportunity for qualified carriers to gain market share.
 
ABF Freight has been subject to cargo security and transportation regulations issued by the Transportation Security Administration (“TSA”) since 2001 and regulations issued by the U.S. Department of Homeland Security since 2002. ABF Freight is not able to accurately predict how past or future events will affect government regulations and the transportation industry. ABF Freight believes that any additional security measures that may be required by future regulations could result in additional costs; however, other carriers would be similarly affected.
 
Environmental and Other Government Regulations
The Company is subject to federal, state, and local environmental laws and regulations relating to, among other things: emissions control, transportation of hazardous materials, underground and aboveground storage tanks, contingency planning for spills of petroleum products, and disposal of waste oil. New tractor engine design requirements mandated by the Environmental Protection Agency (“EPA”) intended to reduce emissions became effective on January 1, 2007, and more restrictive EPA emission‑control design requirements became effective for engines built on or after January 1, 2010.
 
Certain states have enacted legislation relating to engine emissions and/or fuel economy, such as regulations enacted by the California Air Resources Board (“CARB”). At the present time, management believes that these regulations will not result in significant additional overall costs to the Company. However, there can be no assurance that more restrictive regulations will not be enacted. The Company is unable to determine with any certainty the effects of any future climate change legislation beyond the currently enacted regulations. However, emission‑related regulatory actions have historically resulted in increased costs of revenue equipment and diesel fuel, and future legislation, if enacted, could result in increases in these and other costs.
 
ABF Freight stores fuel for use in tractors and trucks in 65 underground tanks located in 20 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes ABF Freight is in substantial compliance with all such regulations. The underground storage tanks are required to have leak detection systems, and the Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.
 

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The Company has received notices from the EPA and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard. It is anticipated that the resolution of the Company’s environmental matters could take place over several years. The Company’s reserves for environmental cleanup costs are estimated based on management’s experience with similar environmental matters and on testing performed at certain sites.
 
Reputation and Responsibility
ABF Freight is consistently recognized for best‑in‑class performance in productivity, service, and electronic and market innovation. In September 2013, ABF Freight was listed on InformationWeek magazine’s “2013 Information Week 500,” which represents the eighth consecutive year ABF Freight has received this recognition as an innovator in information technology. ABF Freight has been ranked in the top ten on Selling Power magazine’s list of “Best Companies to Sell For” for twelve consecutive years. Marking the fifth year in a row to be honored by Training magazine, ABF Freight was listed eleventh in the “Training Top 125” in February 2014. For the third time in the last four years, ABF Freight was named as the “National LTL Carrier of the Year” by the National Shippers Strategic Transportation Council, which recognizes transportation providers on a quantitative scale in the areas of customer service, operational excellence, pricing, business relationship, leadership, and technology.
 
ABF Freight is dedicated to safety and security in providing transportation and freight‑handling services to its customers. As previously discussed in Insurance, Safety, and Security within this Freight Transportation Segment section, ABF Freight is a six‑time winner of the American Trucking Associations’ most prestigious awards: the President’s Trophy for Safety, the Excellence in Security Award, and the Excellence in Claims/Loss Prevention Award. ABF Freight is the only carrier to earn both the Excellence in Claims/Loss Prevention Award and the Excellence in Security Award in the same year, which it has accomplished three times. For the seventh time in the past eleven years, ABF Freight was among the winners of the 2012 National Truck Safety Contest conducted by the Safety Management Council of the American Trucking Associations. In January 2013, three ABF Freight drivers were named by the American Trucking Associations as captains of the 2013‑2014 “America’s Road Team,” continuing the tradition of ABF Freight’s representation in this select program based on the drivers’ exceptional safety records and their strong commitment to safety and professionalism.
 
ABF Freight is actively involved in efforts to promote a cleaner environment by reducing both fuel consumption and emissions. For many years, ABF Freight has voluntarily limited the maximum speed of its trucks, which reduces fuel consumption and emissions and contributes to ABF Freight’s safety record. ABF Freight also utilizes engine idle management programming to automatically shut down engines of parked tractors. Fuel consumption and emissions have also been minimized through a strict equipment maintenance schedule. In 2006, ABF Freight was accepted in the EPA’s SmartWay Transportation Partnership, a collaboration between the EPA and the freight transportation industry that helps freight shippers, carriers, and logistics companies improve fuel efficiency. For the past four years, ABF Freight was recognized in Inbound Logistics magazine’s annual list of supply chain partners committed to sustainability. Furthermore, in association with the American Trucking Associations’ Sustainability Task Force, ABF Freight has participated in other opportunities to address environmental issues.

Non‑Asset‑Based Segments
 
For the year ended December 31, 2013, the combined revenues of the Company’s non‑asset‑based segments totaled $571.8 million, accounting for approximately 25% of total revenues before other revenues and intercompany eliminations. In response to customers’ needs for an expanded service offering, the Company is strategically investing resources to grow its non‑asset‑based segments. Through unique methods and processes, including technology solutions, these businesses provide various logistics and maintenance services without significant investment in revenue equipment or real estate. Competition is based primarily on price, service, and the ability to provide high‑quality logistics solutions to customers. Note N to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K contains additional segment financial information, including revenues, operating income, and total assets for the years ended December 31, 2013, 2012, and 2011.
 

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Premium Logistics & Expedited Freight Services
The Premium Logistics & Expedited Freight Services segment includes the operating results of Panther, which was founded in 1992 and acquired by the Company on June 15, 2012 (see Note D to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). Panther provides expedited freight transportation services to commercial and government customers and offers premium logistics services that involve the rapid deployment of highly specialized equipment to meet extremely specific linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through its premium logistics and global freight forwarding businesses, Panther offers domestic and international freight transportation with air, ocean, and ground service offerings. As of December 2013, Panther employed approximately 400 active employees to support its operations.

Premium Logistics & Expedited Freight Services revenues, which totaled $246.8 million for the year ended December 31, 2013 and $132.3 million for the period from the June 15, 2012 acquisition date to December 31, 2012, accounted for approximately 11% and 6% of the Company’s total revenues before other revenues and intercompany eliminations in 2013 and 2012, respectively.
 
Panther’s expedited freight transportation customers communicate their freight needs, typically on a shipment‑by‑shipment basis, by means of telephone, fax, internet, email, or Electronic Data Interchange (“EDI”). The information about each shipment is entered into a proprietary operating system which facilitates selection of a contracted carrier or carriers based on the carrier’s service capability, equipment availability, freight rates, and other relevant factors. Once the contracted carrier is selected, the cost for the transportation has been agreed upon, and the contract carrier has committed to provide the transportation, Panther is in contact with the contract carrier through numerous means of communication (including EDI, its proprietary Web site, email, fax, telephone, and mobile applications) and utilizes satellite tracking and communication units on the vehicles to continually update the position of equipment to meet customers’ requirements as well as to track the status of the shipment from origin to delivery. The satellite tracking and communication system automatically updates Panther’s fully‑integrated internal software and provides customers with real‑time electronic updates. 

Substantially all of the network capacity for Panther’s operations is provided by third‑party contract carriers, including owner operators, ground line‑haul providers, cartage agents, air freight carriers, ocean shipping lines, and other transportation asset providers, which are selected based on their ability to serve Panther’s customers effectively with respect to price, technology capabilities, geographic coverage, and quality of service. Third‑party owned vehicles are driven by independent contract drivers and by drivers engaged directly by independent owners of multiple pieces of equipment, commonly referred to as fleet owners. Panther owns a fleet of trailers and certain highly specialized equipment, primarily temperature‑controlled trailers, to meet the service requirements of certain customers.
 
Panther faces intense market competition from service providers that offer one or more of its premium freight logistics services. Panther’s highly fragmented competitive landscape includes both non‑asset‑based and asset‑based logistics companies, including freight forwarders that dispatch shipments via asset‑based carriers; smaller expedited carriers; integrated transportation companies that operate their own aircraft and trucks; cargo sales agents and brokers; internal shipping departments at companies that have substantial transportation requirements; associations of shippers organized to consolidate their members’ shipments to obtain lower freight rates; and smaller niche service providers that provide services in a specific geographic market, industry, or service area. Panther and FedEx Custom Critical are North America’s largest expedited freight transportation service providers. In this market, Panther also competes directly with several small regional and specialized carriers that have close relationships with certain of their customers. Panther has many significantly larger competitors in the truckload market. The premium freight logistics market is the largest market in which Panther competes, and Panther is a relatively smaller and newer competitor in comparison to companies that have operations worldwide and those that have been in business for several decades.

Quality of service, technological capabilities, and industry expertise are critical differentiators among the competition. In particular, companies with advanced technological systems that offer optimized shipping solutions, real‑time visibility of shipments, verification of chain of custody procedures, and advanced security have significant operational advantages and create enhanced customer value. Panther’s performance in each of these areas of competitive distinction has enabled the segment to secure business and help meet growth expectations within the non‑asset‑based portion of the Company. In recognition of its commitment to quality, Panther was awarded the “Quest for Quality Award” in the expedited motor carrier category by Logistics Magazine in 2013.

Panther is subject to various laws, rules, and regulations and is required to obtain and maintain various licenses and permits, some of which are difficult to obtain. Panther’s network of third‑party contract carriers is subject to the CSA program of the FMCSA, which was enforces the current motor carrier safety regulations of the DOT. These third‑party carriers must also comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours of service. These regulatory

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bodies and rules are more fully described in the Freight Transportation Segment section of Business within Part I, Item I of this Annual Report on Form 10‑K.
 
Panther’s operations are influenced by seasonal fluctuations that impact customers’ supply chains and the resulting demand for expedited services. Expedited shipments may decline during winter months because of post‑holiday slowdowns but can be subject to short‑term increases, depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers, and major weather events can result in higher demand for expedited services.
 
Domestic & Global Transportation Management
The Domestic & Global Transportation Management segment, operating as ABF Logistics, Inc., includes the results of operations of the Company’s businesses which provide freight brokerage and intermodal transportation services, worldwide ocean shipping solutions, and transportation and warehouse management services. The strategic alignment of the sales and operations of ABF Logistics into one reportable segment under a single executive management operating team better supports the delivery of these solutions and allows customers to gain greater awareness for these service offerings in an evolving marketplace. As of December 2013, the Domestic & Global Transportation Management segment employed approximately 130 active employees to support its operations. During the year ended December 31, 2013, the segment’s ten largest customers, on a combined basis, accounted for approximately 20% of its revenues.

The logistics operations were internally developed, with a modest entry into each of the markets served. The Domestic & Global Transportation Management segment now provides third‑party transportation brokerage and management services throughout North America by sourcing a variety of equipment types including dry van over the road and intermodal, flatbed, temperature‑controlled, and specialized equipment coupled with strong technology and carrier‑ and customer‑based Web tools. The Domestic & Global Transportation Management segment also provides a single‑contact, expedited LCL and FCL service through its ocean transport offering to nearly 90% of the total ocean international market to and from the United States. Furthermore, the segment provides scalable transportation and warehouse management services that can be customized to efficiently manage customers’ supply chain needs.

The Domestic & Global Transportation Management segment does not own any revenue equipment, ocean vessels, or warehouses; instead, it relies on a network of subcontracted third‑party transportation and service providers. The segment’s operating success depends on the ability to find suitable transportation and service providers at the right time, place, and price to provide freight transportation and management services for customers. The Domestic & Global Transportation Management segment seeks to offer value through identifying specific challenges of customers’ supply chain needs and providing customized solutions utilizing technology, both internally to manage its business processes and externally to provide shipment and inventory visibility to its customers.

The Domestic & Global Transportation Management segment operates in a very competitive market that includes approximately 14,000 active brokerage authorities, thousands of foreign and U.S.‑based non‑vessel‑operating common carriers, freight forwarders, and a wide variety of solution providers, including large transportation integrators as well as regional warehouse and transportation management firms. The Domestic & Global Transportation Management segment competes on service, product and supplier performance, and price.
 
The industries and markets served by the segment are impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results of the segment. The second and third calendar quarters of each year usually have the highest business levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly business levels. However, seasonal fluctuations are less apparent in the operating results of Domestic & Global Transportation Management than in the industry as a whole because of business growth in the segment.


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Emergency & Preventative Maintenance
The Emergency & Preventative Maintenance segment includes the results of operations of FleetNet America, Inc. (“FleetNet”), the Company’s subsidiary that provides roadside assistance and maintenance management services for commercial vehicles to customers in the United States and Canada through a network of third‑party service providers. FleetNet began in 1953 as the internal breakdown department for Carolina Freight Carriers Corp. In 1993, the department was incorporated as Carolina Breakdown Service, Inc. to allow the opportunity for other trucking companies to take advantage of the established nationwide service. In 1995, the Company purchased WorldWay Corporation, which operated various subsidiaries including Carolina Freight Carriers Corp. and Carolina Breakdown Service, Inc. The name of Carolina Breakdown Service, Inc. was changed to FleetNet America, Inc. in 1997. The Emergency & Preventative Maintenance segment employed approximately 260 active employees as of December 2013.

FleetNet strategically competes in the commercial vehicle maintenance and repair industry in two major sectors: emergency roadside and preventive maintenance. FleetNet competes directly against other third‑party service providers, major tire manufacturer hotlines, automotive fleet managers, leasing companies, and companies handling repairs in‑house via individual service providers. While no one company encompasses all of FleetNet’s service offerings, competition is based primarily on providing maintenance solutions services. FleetNet offers flexible, customized solutions providing valuable information and data to minimize fleet downtime, reduce maintenance events, and lower total maintenance costs while partnering with best‑in‑class third‑party vendors.

Emergency roadside service events of the Emergency & Preventative Maintenance segment are favorably impacted by severe weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be influenced by seasonal variations in service event volume.
 
Household Goods Moving Services
The Household Goods Moving Services segment includes the results of operations of Albert Companies, Inc. and Moving Solutions, Inc. The Company acquired 75% ownership of Albert Companies, Inc. in 2009 and acquired the remaining 25% in 2011. Moving Solutions, Inc. was established internally to provide sales, marketing, technology, and customer service to facilitate the Company’s household goods moving businesses. This segment provides third‑party transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. The segment generates a significant portion of its revenues from military relocation services under government contracts. A substantial portion of the freight transportation related to consumer self‑move services is handled by ABF Freight, which directly invoices customers for such services. Certain costs incurred by the Household Goods Moving Services segment in support of consumer self‑move services provided by ABF Freight are allocated to the Freight Transportation segment at cost. The Household Goods Moving Services segment employed approximately 200 active employees as of December 2013.

The Household Goods Moving Services segment offers flexibility and convenience to the way people move through three targeted service offerings for the “do it yourself” consumer, corporate account employee relocations, and government employee relocations. The Household Goods Moving Services segment offers these targeted services at competitive prices that reflect the additional value customers find in the segment’s convenient, reliable service offerings. Industry leading technology, customer‑friendly interfaces, and supply chain solutions are combined to provide a wide range of options customized to meet unique customer needs. The Household Goods Moving Services segment competes with truck rental, self‑move, and van line service providers, and a number of emerging self‑move competitors who offer moving and storage container service.

Operating results for the Household Goods Moving Services segment are impacted by the state of the national economy, including housing, unemployment, and U.S. mobility, as well as decisions made by the U.S. military which affect personnel moves. Operations of the segment are also impacted by seasonal fluctuations, resulting in higher business levels in the second and third quarters as the demand for moving services are typically higher in the summer months.

Corporate Reputation and Responsibility
 
The value of the ABF and Panther brands are critical to the Company’s success. ABF Freight is recognized as an industry leader for its commitment to quality, customer service, safety, and technology. Independent research has consistently shown that ABF Freight is regarded as a premium service provider, and that the ABF brand stands for excellence in the areas of customer service, reliability, and tactical problem solving. The Company’s reputation is dependent on the image of the ABF brand as it applies to both ABF Freight and ABF Logistics. The Panther brand is also associated with premium service that surpasses customer expectations.


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The Company has a corporate culture focused on quality service and responsibility. The employees of the Company are committed to the communities in which they live and work. The Company makes financial contributions to a number of charitable organizations, many of which are supported by its employees. These employees volunteer their time and expertise and many serve as officers or board members of various charitable organizations.  In its hometown of Fort Smith, Arkansas, the Company has been a long‑time supporter of the United Way of Fort Smith Area and its 34 partner organizations. In 2013, with employee support, the Company earned the United Way’s coveted Pacesetter award by setting the standard for leadership and community support. As a past winner of the Outstanding Philanthropic Corporation Award, the Company has been recognized by the Arkansas Community Foundation for the service that its employees provide to exemplify the spirit of good citizenship, concern for the community, and support of worthy philanthropic endeavors. 

Financial Information About Geographic Areas
 
Classifications of operations or revenues by geographic location beyond the descriptions previously provided are impractical and, therefore, are not provided. The Company’s foreign operations are not significant.

Available Information
 
The Company files its Annual Reports on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, amendments to those reports, proxy and information statements, and other information electronically with the SEC. The public may read and copy any materials the Company files with the SEC at the SEC’s Office of FOIA/PA Operations at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1‑800‑SEC‑0030. Also, all reports and financial information filed with, or furnished to, the SEC can be obtained, free of charge, through the Company’s Web site located at arkbest.com or through the SEC Web site located at sec.gov as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. The information contained on the Company’s Web site does not constitute part of this Annual Report on Form 10‑K nor shall it be deemed incorporated by reference into this Annual Report on Form 10‑K.


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ITEM 1A. RISK FACTORS

The nature of the business activities conducted by the Company subjects it to certain hazards and risks. The following is a summary of some of the material risks relating to the Company’s business activities. Other risks are described in “Item 1. Business ‑ Freight Transportation Segment ‑ Competition, Pricing, and Industry Factors” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” These risks are not the only risks facing the Company. The Company’s business could also be affected by additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial. If any of these risks or circumstances actually occurs, it could materially harm the Company’s business, financial condition, or results of operations and impair the Company’s ability to implement business plans or complete development activities as scheduled. In that case, the market price of the Company’s common stock could decline.

The transportation industry is affected by business risks that are largely out of our control, any of which could have a material adverse effect on our operating results.
 
General and industry‑specific factors that could have a negative impact on our performance in the future include, but are not limited to, the following factors, each of which is discussed in further detail in this section: general economic factors and instability in financial and credit markets; an increasingly competitive industry and freight rate environment; unfavorable terms of or the inability to reach an agreement on future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; difficulty in attracting and retaining qualified employees, drivers, and/or dockworkers; loss of key employees; volatile fuel prices as well as the rates of change in associated fuel surcharges, the effect of fuel surcharge changes on securing increases in base freight rates, and the inability to collect fuel surcharges; the inability to obtain sufficient fuel supplies; default on covenants of financing arrangements and the availability and terms of future financing arrangements; shortage of third‑party service providers or our inability to obtain reliable services from third‑parties at reasonable prices; disruptions or failures of services essential to the use of information technology platforms in our business; loss of market share to freight transportation service providers outside the motor carrier sector; increases in the required contributions under ABF Freight’s collective bargaining agreements with the IBT for wage and/or benefit contributions to multiemployer plans or the assessment of a multiemployer plan withdrawal liability; increasing capital requirements; excess or insufficient capacity resulting from timing of capital investments; increasing costs of maintenance for revenue equipment; increases in new equipment costs and decreases in the amount we are able to obtain for sales of our used equipment; decreases in the availability of new equipment; increases in the frequency and/or the severity of workers’ compensation, third‑party casualty, cargo loss, and/or self‑insurance medical claims; increases in workers’ compensation, third‑party casualty, and/or cargo loss insurance premiums; violation of international, federal, or state regulations and increasing costs for compliance with such regulations; violations and costs of complying with environmental laws or regulations; emissions‑control regulations; risks associated with conducting international business; potential impairment of goodwill and intangible assets; costs or liabilities associated with legal proceedings; damage to our brands or corporate reputation; unsuccessful implementation or delayed increases in business volumes of our service and growth initiatives and non-asset-based businesses; unsuccessful business acquisitions; a failure of our information systems; cyber incidents; antiterrorism measures; and/or weather or seasonal fluctuations, including any influence of climate change.
 
We may also be negatively impacted by a sustained interruption in our systems or operations, including, but not limited to, infrastructure damage, the loss of a key location such as a distribution center, or a significant disruption to the electric grid, or by a significant decline in demand for our services, each of which may arise from adverse weather conditions or natural calamities, such as floods, hurricanes, earthquakes, or tornadoes; illegal acts, including terrorist attacks; and/or other market disruptions.

The foregoing risks are largely out of our control and any one of these risks could have a material adverse effect on our results of operations.

We have a recent history of net losses.
 
We have incurred a net loss attributable to Arkansas Best Corporation in three of the past five years totaling $7.7 million, $32.7 million, and $127.9 million for the year ended December 31, 2012, 2010, and 2009, respectively. Improvement of our operating results depends upon numerous factors, including our ability to increase tonnage; secure adequate pricing, including fuel surcharges, for our services; forecast and manage our cost structure to business levels, primarily in the area of salaries, wages, and benefits; and grow our non‑asset‑based businesses. We can make no assurances that we will be able to achieve the operating results necessary to improve our profitability in the future.

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We are subject to general economic factors and instability in financial and credit markets that are largely beyond our control, any of which could adversely affect our business, operating results, and financial condition.
 
Our performance is affected by recessionary economic cycles, downturns in customers’ business cycles, and changes in their business practices. Our business is directly affected by levels of industrial production, manufacturing, housing, consumer spending, and capacity in the trucking industry. Recessionary economic conditions may result in a general decline in demand for freight transportation and logistics services. Economic conditions could adversely affect our customers’ business levels, the amount of transportation services they require, and their ability to pay for our services. Customers encountering adverse economic conditions represent a greater potential for uncollectible accounts receivable, and, as a result, we may be required to increase our allowances for uncollectible accounts receivable. The pricing environment generally becomes more competitive during periods of slow economic growth and economic recessions, which adversely affects the profit margin for our services. In addition, customers could reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers, and in some instances, we may not be selected.
 
We depend on suppliers for equipment, parts, and services that are critical to our operations. A disruption in the availability or a significant increase in the cost to obtain these supplies, resulting from the effect of adverse economic conditions or related financial constraints on our suppliers’ business levels, could adversely impact our business and results of operations.
 
We are affected by the instability in the financial and credit markets that from time to time has created volatility in various interest rates and returns on invested assets in recent years. We have historically been subject to market risk due to variable interest rates, on all or a part of our borrowings under bank credit lines, and continue to be subject to such risk on our accounts receivable securitization program and the secured term loan (“Term Loan”) outstanding under our credit agreement (“Credit Agreement”). Changes in interest rates may increase our financing costs related to the Term Loan, future borrowings against our accounts receivable securitization program, additional capital lease or note payable arrangements, or additional sources of financing. Furthermore, future financial market disruptions may adversely affect our ability to refinance our Credit Agreement and accounts receivable securitization program, maintain our letter of credit arrangements or, if needed, secure alternative sources of financing. If any of the financial institutions that have extended credit commitments to us are adversely affected by economic conditions or disruption to the capital and credit markets, they may become unable to fund borrowings under their credit commitments or otherwise fulfill their obligations to us, which could have an adverse impact on our ability to borrow additional funds, and thus have an adverse effect on our operations and financial condition.

Our qualified nonunion defined benefit pension plan trust holds investments in equity and debt securities. Declines in the value of plan assets resulting from the instability in the financial markets, general economic downturn, or other economic factors beyond our control could further diminish the funded status of the nonunion defined benefit pension plan and potentially increase our requirement to make contributions to the plan. A change in the interest rates used to calculate our funding requirements under the Pension Protection Act (the “PPA”) would impact contributions required to fund our plan. Significant plan contribution requirements could reduce the cash available for working capital and other business needs and opportunities. An increase in required pension plan contributions may adversely impact our financial condition and liquidity. Substantial future investment losses on pension plan assets would increase pension expense in the years following the losses. Investment returns that differ from expected returns are amortized to expense over the remaining active service period of plan participants. In addition, a change in the discount rate used to calculate our obligations for our nonunion defined benefit pension plan and postretirement health benefit plan for financial statement purposes would impact the accumulated benefit obligation and expense for these plans. An increase in expense for these pension and postretirement plans may adversely impact our results of operations. We could also experience losses on investments related to our cash surrender value of variable life insurance policies, which may negatively impact our results of operations.
 
We are uncertain as to how long we will continue to be impacted by the residual effects of the unfavorable macroeconomic and industry conditions of recent years. Continued economic volatility could have a material adverse effect on our business, results of operations, and financial position. Furthermore, it is not possible to predict the effects of armed conflicts, terrorist attacks, or political and/or civil unrest, and subsequent events on the economy or on consumer confidence in the United States or the impact, if any, on our future results of operations or financial condition.
 

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We operate in a highly competitive industry and our business could suffer if we are unable to adequately address downward pricing pressures and other factors that could adversely affect our profitability and ability to compete in the transportation industry.
 
We face significant competition in local, regional, national, and international markets. Numerous factors could adversely impact our ability to compete effectively in the transportation and logistics industry, retain our existing customers, or attract new customers, which could have a material adverse effect on our operating results and financial condition. These competitive factors include, but are not limited to, the following:
 
•
ABF Freight competes with many other LTL carriers of varying sizes, including both union and nonunion LTL carriers and, to a lesser extent, with truckload carriers and railroads. Our ABF Logistics businesses compete with domestic and global logistics service providers which compete in one or more segments of the transportation industry. Some of our competitors have greater capital resources than we do or have other competitive advantages.
•
Our nonunion competitors generally have a lower fringe benefit cost structure for their freight‑handling and driving personnel than union carriers. Wage and benefit concessions granted to certain union competitors allow for a lower cost structure than ours and may impact our competitiveness in the LTL industry.
•
Some of our competitors periodically reduce their prices to gain business, especially during times of reduced growth rates in the economy, which limits our ability to maintain or increase prices. If customers select transportation service providers based on price alone rather than the total value offered, we may be unable to maintain our operating margins or grow tonnage levels.
•
Customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors.
•
Certain of our competitors may offer a broader portfolio of services or more effectively bundle their service offerings, which could impair our ability to maintain or grow our share of one or more markets in which we compete.
•
Competition in the LTL industry from non‑asset‑based logistics and freight brokerage companies may adversely affect customer relationships and prices in our ABF Freight operations. Conversely, our ABF Logistics and Premium Logistics & Expedited Freight Services businesses may be adversely impacted if shippers shift business to truckload brokerage companies or asset‑based trucking companies that also offer brokerage services in order to secure access to those companies’ trucking capacity, particularly in times of tight industry‑wide capacity.
•
The trend toward consolidation in the transportation industry could continue to create larger LTL carriers with greater financial resources and other competitive advantages relating to their size. ABF Freight could experience some competitive difficulties if the remaining LTL carriers, in fact, realize advantages because of their size. Industry consolidations could also result in our competitors providing a more comprehensive set of services at competitive prices, which could adversely affect our results of operations.

We depend on our employees to support our business operations and future growth opportunities. If our relationship with our employees deteriorates or if ABF Freight is unable to reach agreement on future collective bargaining agreements, we could be faced with labor disruptions or stoppages, which could have a material adverse effect on our business, reduce our operating results, and place us at a further disadvantage relative to nonunion competitors.
 
As of December 2013, approximately 76% of ABF Freight’s employees were covered under the ABF NMFA, the collective bargaining agreement with the IBT which extends through March 31, 2018. Subsequent to 2013 through the end of the agreement in 2018, the combined contractual wage and benefit contribution rate under the ABF NMFA is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis. The terms of future collective bargaining agreements or the inability to agree on acceptable terms for the next contract period may result in a work stoppage, the loss of customers, or other events that could have a material adverse effect on our competitive position, results of operations, cash flows, and financial position. We could also experience a loss of customers or a reduction in our potential share of business in the markets we serve if shippers limit their use of unionized freight transportation service providers because of the risk of work stoppages.

ABF Freight operates in a highly competitive industry which consists predominantly of nonunion motor carriers. ABF Freight’s nonunion competitors have a lower fringe benefit cost structure and less stringent labor work rules, and certain carriers also have lower wage rates for their freight‑handling and driving personnel. Wage and benefit concessions granted to certain union competitors also allow for a lower cost structure than that of ABF Freight. Under its current collective bargaining agreement, ABF Freight continues to pay some of the highest benefit contribution rates in the industry. We have not historically experienced any significant long‑term difficulty in attracting or retaining qualified drivers for ABF Freight, although short‑term difficulties have been encountered in certain situations, such as periods of significant increases in tonnage levels. Difficulty in attracting and retaining qualified drivers or increases in compensation or fringe benefit costs could affect our profitability and our ability to grow. If we

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are unable to continue to attract and retain qualified drivers, we could incur higher driver recruiting expenses or a loss of business. In addition to difficulties we may experience in driver retention, if we are unable to effectively manage our relationship with the IBT, we could be less effective in ongoing relations and future negotiations, which could lead to operational inefficiencies and increased operating costs.
 
The driver fleet of our Premium Logistics & Expedited Freight Services segment is made up of independent owner operators and individuals. We face intense competition in attracting and retaining qualified owner operators from the available pool of drivers and fleets, and we may be required to increase owner‑operator compensation or take other measures to remain an attractive option for owner operators, which may negatively impact our results of operations. If we are not able to maintain our delivery schedules due to a shortage of drivers or if we are required to increase our rates to offset increases in labor costs, our services may be less competitive which could have an adverse effect on our business.
 
Our management team is an important part of our business and loss of key employees could impair our success.
 
We benefit from the leadership and experience of our senior management team and other key employees and depend on their continued services to successfully implement our business strategy. The unexpected loss of key employees could have an adverse effect on our operations and profitability if we are unable to secure replacement personnel that have sufficient experience in our industry and in the management of our business. If we are unable to continue to develop and retain a core group of management personnel and execute succession planning strategies, our business could be negatively impacted in the future.
 
We depend heavily on the availability of fuel for our trucks. Fuel shortages, increases in fuel costs, and the inability to collect fuel surcharges or obtain sufficient fuel supplies could have a material adverse effect on our operating results.
 
The transportation industry is dependent upon the availability of adequate fuel supplies. We have not experienced a lack of available fuel but could be adversely impacted if a fuel shortage develops. A disruption in our fuel supply resulting from natural or man‑made disasters, armed conflicts, terrorist attacks, actions by producers, or other factors that are beyond our control could have a material adverse effect on our operations. We maintain fuel storage and pumping facilities at many of our terminals; however, we may experience shortages in the availability of fuel at certain locations and may be forced to incur additional expense to ensure adequate supply on a timely basis to prevent a disruption to our service schedules.
 
Our Freight Transportation and Premium Logistics & Expedited Freight Services segments charge a fuel surcharge based on changes in diesel fuel prices compared to a national index. Although revenues from fuel surcharges generally more than offset increases in direct diesel fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of higher energy prices on other nonfuel‑related expenses is difficult to ascertain. We cannot predict, with reasonable certainty, future fuel price fluctuations, the impact of higher energy prices on other cost elements, recoverability of higher fuel costs through fuel surcharges, the effect of fuel surcharges on our overall rate structure, or the total price that we will receive from our customers.
 
Fuel prices have fluctuated significantly in recent years. During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel‑ and energy‑related areas, operating results could be impacted. Whether fuel prices fluctuate or remain constant, operating results may be adversely affected if competitive pressures limit our ability to recover fuel surcharges. Throughout 2013, the fuel surcharge mechanism generally continued to have market acceptance among ABF Freight’s customers, although certain nonstandard arrangements have limited the amount of fuel surcharge recovered. During periods of increasing fuel costs, the negative impact on operating margins of capped fuel surcharge revenue is more evident as fuel prices remain above maximum levels recovered through the fuel surcharge mechanism on certain accounts. While the fuel surcharge is one of several components in our overall rate structure, the actual rate paid by customers is governed by market forces based on value provided to the customer. When fuel surcharges constitute a higher proportion of the total freight rate paid, our customers are less receptive to increases in base freight rates. Prolonged periods of inadequate base rate improvements could adversely impact operating results as elements of costs, including contractual wage rates, continue to increase.
 
Higher fuel prices cause customers of our Emergency & Preventative Maintenance segment to seek cost savings throughout their businesses which may result in a reduction of miles driven and/or a deferral of maintenance practices that may reduce the volume of our maintenance service events, resulting in an adverse impact on the segment’s operating results, financial condition and cash flows.

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We do not have any long‑term fuel purchase contracts or any hedging arrangements to protect against fuel price increases. Significant changes in diesel fuel prices and the associated fuel surcharge may increase volatility in our fuel surcharge revenue and fuel‑related costs. Significant increases in fuel prices or fuel taxes resulting from economic or regulatory changes, supply and demand imbalances, actions by producers, or other factors that are out of our control which are not offset by base freight rate increases or fuel surcharges could have an adverse impact on our results of operations.
 
Our Credit Agreement and accounts receivable securitization program contain financial and other restrictive covenants with which we may be unable to comply. A default under these financing arrangements or changes in regulations which impact the availability of funds or our costs to borrow under our financing arrangements could cause a material adverse effect on our liquidity, financial condition, and results of operations.
 
The Term Loan outstanding under our Credit Agreement is secured by a lien on certain of our assets and pledges of the equity interests in certain subsidiaries. Our Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type including, but not limited to, a minimum fixed charge coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. Our accounts receivable securitization program contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio and maintaining certain characteristics of the receivables, such as rates of delinquency, default, and dilution. 

If we default under the terms of these facilities and fail to obtain appropriate amendments to or waivers under the applicable financing arrangement, our borrowings against the facilities could be immediately declared due and payable. If we fail to pay the amount due, the lenders could proceed against the collateral by which our Term Loan is secured, our borrowing capacity may be limited, or the facilities could be terminated. If acceleration of outstanding borrowings occurs or if the facilities are terminated, we may have difficulty borrowing additional funds sufficient to refinance the accelerated debt or entering into new credit or debt arrangements, and, if available, the terms of the financing may not be acceptable. Certain proposed regulations applicable to financial institutions, if enacted, could affect the future availability of funds under our accounts receivable securitization program or significantly increase our costs to maintain or borrow against the facility. A default under our Credit Agreement or accounts receivable securitization program or changes in regulations which impact the availability of funds or our costs to borrow under our financing arrangements could have a material adverse effect on our liquidity and financial condition.
 
We depend on services provided by third parties and increased costs or disruption of these services could adversely affect our operations.
 
A reduction in the availability of rail services or services provided by agents to meet customer requirements could increase ABF Freight’s purchased transportation costs which we may be unable to pass along to our customers. If a disruption in transportation services from our rail or other third‑party service providers occurred, we could be faced with business interruptions that could cause us to fail to meet the needs of our ABF Freight customers. If these situations occurred, our results of operations and cash flows could be adversely impacted.
 
The inability to obtain the services of reliable third parties at competitive prices; the shortage of quality third‑party providers; equipment shortages, particularly among contracted truckload or expedite carriers; or a significant interruption in service or stoppage in third‑party transportation services could have a material adverse effect on the operating results of our non‑asset‑based businesses. Third‑party providers can be expected to increase their prices based on market conditions or to cover increases in operating expenses. These providers are subject to industry regulations which may have a significant impact on their operations, causing them to increase prices or exit the industry. Increased industry demand for these transportation services may reduce available capacity and such a reduction or other changes in these services offered by third parties may increase pricing. If we are unable to correspondingly increase the prices we charge to our customers, or if we are unable to secure sufficient third‑party services to meet our commitments to our customers, there could be a material adverse impact on the operations, revenues, and profitability of our non‑asset‑based businesses.
 

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Costs incurred and/or loss of business associated with disruptions or failures of essential services upon which our information technology platforms rely could have a material adverse effect on our results of operations and financial condition.
 
Our business requires the efficient and uninterrupted operation of our computer and communications hardware systems and infrastructure, including our proprietary information technology platforms. Our information technology systems also depend upon the Internet, global communications providers, satellite‑based communications systems, the electric grid, electric utility providers, and telecommunications providers. We have no control over the operation, quality, or maintenance of these services or whether vendors will improve their services or continue to provide services that are essential to our business. Disruptions or failures in the services upon which our information technology platforms rely may adversely affect the services we provide, which could increase our costs or result in a loss of customers that could have a material adverse effect on our results of operation.
 
Our business could be adversely impacted by increased competition from freight transportation service providers outside the motor carrier freight transportation industry.
 
In addition to LTL and truckload motor carriers, we compete against other freight transportation service providers, including railroads, which have recently experienced growth due to general economic improvement and a conversion of truckload to intermodal shipping. Certain challenges specific to the motor carrier freight transportation industry, such as the competitive freight rate environment; capacity restraints in times of growing freight volumes; increased costs and potential shortages of commercial truck drivers; potential changes to driver hours‑of‑service requirements; increased costs of fuel and other operating expenses; and costs of compliance with existing and potential legal and environmental regulations could result in the service offerings of other freight transportation service providers being more competitive. Our results of operations and financial condition could be adversely impacted if railroads or other freight transportation sectors increase their share of the market for our services.

We could be obligated to make additional significant contributions to multiemployer pension plans.
 
ABF Freight contributes to multiemployer pension and health and welfare plans to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with its collective bargaining agreement with the IBT, and other related supplemental agreements.

The multiemployer plans to which ABF Freight contributes, which have been established pursuant to the Taft‑Hartley Act, are jointly‑trusteed (half of the trustees of each plan are selected by the participating employers, the other half by the IBT) and cover collectively‑bargained employees of multiple unrelated employers. Due to the inherent nature of multiemployer plans, there are risks associated with participation in these plans that differ from single‑employer plans. Assets received by the plans are not segregated by employer, and contributions made by one employer can be and are used to provide benefits to current and former employees of other employers. If a participating employer to a multiemployer plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If a participating employer in a multiemployer pension plan completely withdraws from the plan, it owes to the plan its proportionate share of the plan’s unfunded vested benefits, referred to as a withdrawal liability. A complete withdrawal generally occurs when the employer permanently ceases to contribute to the plan. A withdrawal liability is also owed in the event the employer withdraws from a plan in connection with a mass withdrawal, which generally occurs when all or substantially all employers withdraw from the plan pursuant to an agreement in a relatively short period of time. Were ABF Freight to completely withdraw from certain multiemployer pension plans, whether in connection with a mass withdrawal or otherwise, under current law, it would have material liabilities for its share of the unfunded vested liabilities of each such plan. However, ABF Freight currently has no intention to withdraw from any such plan, which generally would be effected through collective bargaining.

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the multiemployer pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (the “PPA”). Among other things, the PPA requires that “endangered” (generally less than 80% funded and commonly called “yellow zone”) plans adopt “funding improvement plans” and that “critical” (generally less than 65% funded and commonly called “red zone”) plans adopt “rehabilitation plans” that are intended to improve the plan’s funded status over time. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, we cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees. In addition, notwithstanding any collective bargaining agreement, employer contribution obligations to multiemployer pension plans can be increased if the plan enters reorganization status or becomes insolvent. In those events, the contribution

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increase generally cannot exceed 7% per year. ABF Freight has not received notification of any plan reorganization or plan insolvency.

Several of the multiemployer pension plans to which ABF Freight contributes are underfunded and, in some cases, significantly underfunded. The underfunded status of these plans developed over many years, and we believe that an improved funded status will also take time to be achieved. In addition, the highly competitive industry in which we operate could impact the viability of contributing employers. The reduction or loss of contributions by member employers, the impact of market risk on plan assets and liabilities, and the effect of any one or combination of the aforementioned business risks, which are outside our control, have the potential to adversely affect the funded status of the multiemployer pension plans, potential withdrawal liabilities, and our future contribution requirements. We believe that the trustees of these funds will take appropriate measures to fulfill their fiduciary duty to preserve the integrity of the plans, or in certain cases, to extend the solvency of the funds by utilizing a combination of several possible initiatives as they have done in the past. Furthermore, additional legislative changes or action taken by governmental agencies could provide relief. However, we cannot make any assurances regarding these issues.

Based on the most recent annual funding notices we have received, most of which are for plan years ended December 31, 2012, approximately 63% of ABF Freight’s contributions to multiemployer pension plans are made to plans that are in “critical status,” including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”), and approximately 3% of our contributions are made to plans that are in “endangered status,” as defined by the PPA.

Approximately one‑half of ABF Freight’s multiemployer pension contributions were made to the Central States Pension Plan. The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Pension Plan, was 47.6%, 53.9%, and 58.9% as of January 1, 2013, 2012, and 2011, respectively. In 2005, the IRS granted an extension of the period of time over which the Central States Pension Plan amortizes unfunded liabilities by ten years, subject to the condition that a targeted funding ratio is maintained by the plan. Based on information currently available to us, the Central States Pension Plan has not received notice of revocation of the ten‑year amortization extension granted by the IRS. In the unlikely event that the IRS revokes the extension, the revocation would apply retroactively to the 2004 plan year, which would result in a material liability for ABF Freight’s share of the resulting funded deficiency, the extent of which is currently unknown to us. We believe that the occurrence of a revocation that would require recognition of liabilities for ABF Freight’s share of a funded deficiency is remote.
 
We have significant ongoing capital requirements that could affect profitability and growth if we are unable to generate sufficient cash from operations or properly forecast capital needs to correspond with business volumes.
 
We have significant ongoing capital requirements. If we are not able to generate sufficient cash from operations in the future, our growth could be limited; it may be necessary for us to utilize our existing financing arrangements to a greater extent or enter into additional leasing or financing arrangements; or our revenue equipment may have to be held for longer periods, which would result in increased expenditures for maintenance. Forecasting business volumes involves many factors, including general economic trends and the impact of competition, which are subject to uncertainty and beyond our control. If we do not accurately forecast our future capital investment needs, especially for revenue equipment, in relation to corresponding business levels, we could have excess capacity or insufficient capacity. If we were unable to generate sufficient cash from operations or unable to properly forecast capital needs, there could be an adverse effect on our operations and profitability.
 
Increased prices for new revenue equipment and decreases in the value of used revenue equipment could adversely affect our earnings and cash flows.
 
In recent years, manufacturers have raised the prices of new revenue equipment significantly due to increased costs of materials and, in part, to offset their costs of compliance with new tractor engine and emissions system design requirements mandated by the EPA, which are intended to reduce emissions. The latest EPA engine and emissions system design requirements became effective for engines built beginning January 1, 2010. A number of states have mandated, and states may continue to individually mandate, additional emission‑control requirements for equipment which could increase equipment costs for entire fleets that operate in interstate commerce. Further equipment price increases may result from these federal and state requirements. In addition, greenhouse gas emissions regulations are likely to impact equipment design and cost. If new equipment prices increase more than anticipated, we could incur higher depreciation and rental expenses than anticipated. If we are unable to fully offset any such increases in expenses with freight rate increases, our results of operations could be adversely affected.

During prolonged periods of decreased tonnage levels, we may make strategic fleet reductions in our ABF Freight operations which could adversely impact our operating results. In addition, other trucking companies may reduce fleet levels during recessionary economic cycles, which could result in an increase in the supply of used equipment. If market prices for used revenue

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equipment decline, corresponding decreases in our established salvage values on equipment being used in our ABF Freight operations would increase our depreciation expense, and we could incur impairment losses on assets held for sale which could have an adverse effect our results of operations and cash flows.
 
Decreases in the availability of new tractors and trailers could have a material adverse effect on our operating results.
 
We may face difficulty in purchasing new equipment due to decreased supply. From time to time, some original equipment manufacturers (“OEMs”) of tractors and trailers may reduce their manufacturing output due, for example, to lower demand for their products in economic downturns or a shortage of component parts. Component suppliers may either reduce production or be unable to increase production to meet OEM demand, creating periodic difficulty for OEMs to react in a timely manner to increased demand for new equipment and/or increased demand for replacement components as economic conditions change. At times, market forces may create market situations in which demand outstrips supply. In those situations, we may face reduced supply levels and/or increased acquisition costs. An inability to continue to obtain an adequate supply of new tractors or trailers for our ABF Freight operations could have a material adverse effect on our results of operations and financial condition.
 
Ongoing claims expenses could have a material adverse effect on our operating results.
 
Claims may be asserted against us for accidents or for cargo loss or damage occurring in ABF Freight’s operations. Claims may also be asserted against us for accidents involving the operations of third‑party service providers that we utilize for our non‑asset‑based segments, for our actions in retaining their services, or for loss or damage to our customers’ goods for which we are determined to be responsible. Such claims against us may not be covered by insurance policies or may exceed the amount of insurance coverage, which could adversely impact our results of operations and financial condition. Our current self‑insurance retention levels are generally $1.0 million for each workers’ compensation loss, generally $1.0 million for each third‑party casualty loss, and $1.0 million for each cargo loss. Certain motor carrier subsidiaries of the Company other than ABF Freight are insured but have lower deductibles on their policies. Our self‑insurance retention levels for medical benefits are $275,000 per person, per claim year. We maintain insurance for liabilities above the amounts of self‑insurance to certain limits. If the frequency and/or severity of claims increase, our operating results could be adversely affected. The timing of the incurrence of these costs could significantly and adversely impact our operating results. Significant increases in health care costs related to medical inflation, claims experience, current and future federal and state laws and regulations, and other cost components that are beyond our control could significantly increase the costs of our self‑insured medical plans and postretirement medical costs, or require us to adjust the level of benefits offered to our employees. In addition, if we lose our ability to self‑insure for any significant period of time, insurance costs could materially increase and we could experience difficulty in obtaining adequate levels of insurance coverage in that event.
 
We are required by certain states in which we are self‑insured to provide collateral for workers’ compensation and third‑party casualty claims liabilities. We have agreements with certain financial institutions to provide collateralized facilities for the issuance of letters of credit that require cash or short‑term investments to be pledged as collateral for the outstanding letters of credit. We also have the ability to issue letters of credit against our accounts receivable securitization program. These otherwise unsecured letters of credit have the effect of reducing borrowing availability under that facility. In addition, we have programs in place with multiple surety companies for the issuance of partially secured or unsecured surety bonds in support of our self‑insurance program. Certain surety bonds are collateralized by restricted short‑term investments in certificates of deposit. Estimates made by the states and the surety companies of our future exposure for our self‑insurance liabilities could influence the amount and cost of additional letters of credit and surety bonds required to support our self‑insurance program, which could increase the amount of our cash equivalents and short‑term investments restricted for use and unavailable for operational or capital requirements.
 
Increased insurance premium costs could have an adverse effect on our operating results.

Our recent insurance renewals did not result in significant changes in premiums; however, insurance carriers may increase premiums for many companies, including transportation companies, in the coming years. We could also experience additional increases in our insurance premiums in the future if our claims experience worsens. If our insurance or claims expense increases and we are unable to offset the increase with higher freight rates, our earnings could be adversely affected. Furthermore, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies could increase. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position.
 

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Our businesses are subject to numerous operating regulations, and costs of compliance with, or liability for violations of, existing or future regulations could have a material adverse effect on our operating results.
 
Various federal and state agencies exercise broad regulatory powers over the transportation industry, generally governing such activities as operations of and authorization to engage in motor carrier freight transportation, operations of non‑vessel‑operating common carriers, safety, contract compliance, insurance requirements, tariff and trade policies, employment practices, taxation, and financial reporting. We could become subject to new or more restrictive regulations, such as regulations relating to engine emissions, drivers’ hours of service, occupational safety and health, ergonomics, or cargo security. Compliance with such regulations could substantially reduce equipment productivity, and the costs of compliance could increase our operating expenses.
 
The DOT rules regulating driving time for commercial truck drivers have had a minimal impact upon our operations. The effective date of the current hours‑of‑service rules was February 27, 2012 with a July 1, 2013 compliance date for selected provisions. Implementation of the new hours‑of‑service rules has had a slightly negative impact on ABF Freight’s fleet utilization. Future changes in these rules could have further adverse effects on our operating efficiency and increase costs.

Our drivers and dockworkers also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing and hours of service. The TSA has adopted regulations that require all drivers who carry hazardous materials to undergo background checks by the Federal Bureau of Investigation when they obtain or renew their licenses.
 
CSA regulations could potentially result in a loss of business to other carriers, driver shortages, increased costs for qualified drivers, and driver and/or business suspension for noncompliance. A resulting decline in the availability of qualified drivers, coupled with additional personnel required to satisfy future revisions to hours‑of‑service regulations, could adversely impact our ability to hire drivers to adequately meet current or future business needs. Shippers may be influenced by the publicly‑available scores in selecting a carrier to haul their freight and, although ABF Freight is recognized in the industry for its commitment to safety, carriers with better CSA scores may be selected in certain cases. Unsatisfactory CSA scores could result in a DOT intervention or audit, resulting in the assessment of fines, penalties, or a downgrade of our safety rating. Failures to comply with DOT safety regulations or downgrades in our safety rating could have a material adverse impact on our operations or financial condition. A downgrade in our safety rating could cause us to lose the ability to self‑insure. The loss of our ability to self‑insure for any significant period of time could materially increase insurance costs or we could experience difficulty in obtaining adequate levels of insurance coverage.

For the global operations of our Domestic & Global Transportation Management segment, we are licensed as an ocean freight forwarder by and registered as an ocean transportation intermediary with the Federal Maritime Commission. The Federal Maritime Commission has established qualifications for shipping agents, including surety bonding requirements. The Federal Maritime Commission also is responsible for the economic regulation of non‑vessel operating common carriers that contract for space and sell that space to commercial shippers and other non‑vessel operating common carriers for freight originating or terminating in the U.S. If we fail to comply with the regulations of the FMC, we may be subject to penalties or revocation of our permits or licenses, which could have a material adverse effect on the results of global logistics operations.

There can be no assurance that legislative, judicial, or regulatory authorities will not introduce proposals or assert interpretations of existing rules and regulations resulting in the reclassification of the owner operators of our Premium Logistics & Expedited Freight Services segment as employees. Many states have initiated enforcement programs to evaluate the classification of independent contractors, and class actions and other lawsuits have arisen in our industry seeking to reclassify independent contractor drivers as employees for a variety of purposes, including workers’ compensation, wage‑and‑hour, and health care coverage. In the event of such reclassification of our owner operators, we could be exposed to various liabilities and additional costs and our business and results of operations could be adversely affected. These liabilities and additional costs could include exposure, for both future and prior periods, under federal, state, and local tax laws, and workers’ compensation, unemployment benefits, labor, and employment laws, as well as potential liability for penalties and interest, which could have a material adverse effect on our results of operations and financial condition.
 
Increases in license and registration fees, bonding requirements, or taxes, including federal fuel taxes, or the implementation of new forms of operating taxes on the industry could also have an adverse effect on our operating results.

The ongoing development of data privacy laws may require changes to our data security policies and procedures, and the associated costs of the changes required to maintain our compliance with standards in the United States and other jurisdictions in which we operate could adversely affect our operating results.
 

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Our non‑asset‑based segments utilize third‑party service providers who are subject to similar regulation requirements as previously mentioned. If the operations of these providers are impacted to the extent that a shortage of quality third‑party service providers occurs, there could be a material adverse effect on the operating results and business growth of our non‑asset‑based segments.
 
Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties. The costs of compliance with existing and future environmental laws and regulations may be significant and could adversely impact our results of operations.
 
We are subject to various environmental laws and regulations dealing with the handling of hazardous materials and similar matters. We may transport or arrange for the transportation of hazardous materials and explosives and we operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination could occur. We also store fuel in underground and aboveground tanks at some facilities. Our operations involve the risks of, among others, fuel spillage or leakage, environmental damage, and hazardous waste disposal. Under certain environmental laws, we could be held responsible for any costs relating to contamination at our past or present facilities and at third‑party waste disposal sites, as well as costs associated with the cleanup of accidents involving our vehicles. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, violations of applicable laws or regulations may subject us to cleanup costs and liabilities in excess of our applicable insurance coverage, including substantial fines, civil penalties, or civil and criminal liability, as well as bans on making future shipments in particular geographic areas, any of which could adversely affect our business and operating results. In addition, if any damage or injury occurs as a result of our transportation of hazardous materials or explosives, we may be subject to claims from third parties and bear liability for such damage or injury.
 
Concern over climate change, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other greenhouse gas emissions, and some form of federal, state, or regional climate change legislation is possible in the future. The Company is unable to determine with any certainty the effects of any future climate change legislation. However, emission‑related regulatory actions have historically resulted in increased costs of revenue equipment and diesel fuel, and future legislation, if passed, could result in increases in these and other costs. Increased regulation regarding greenhouse gas emissions, including diesel engine emissions and/or total vehicle fuel economy, could impose substantial costs on us that may adversely impact our results of operations. We may also be subject to additional requirements related to customer‑led initiatives or their efforts to comply with environmental programs. Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure or our operating results. Furthermore, although we are committed to mandatory and voluntary sustainability practices, increased awareness and any adverse publicity about greenhouse gas emissions emitted by companies in the transportation industry could harm our reputation or reduce customer demand for our services.

The engines used in our newer tractors are subject to new emissions‑control regulations, which could substantially increase operating expenses.
 
Tractor engines that comply with the EPA emission‑control design requirements that took effect on January 1, 2007 are generally less fuel‑efficient and have increased maintenance costs compared to engines in tractors manufactured before these requirements became effective. Engine manufacturers have made adjustments to the operating software, since the introduction of these engines, that have resulted in slightly improved fuel economy and some early‑life cycle reduction in maintenance cost per mile in the 2010 EPA‑compliant engines compared to the 2007 EPA engines; however, the maintenance costs have proven to be markedly higher in comparison to the pre‑2007 EPA engines. In addition, ABF Freight’s costs to acquire and maintain compliant equipment could increase substantially. Reduced fuel demand due to improved fuel economy may result in legislative efforts to increase fuel taxes which, if enacted, could significantly increase our costs. If we are unable to offset increases in equipment and maintenance costs with higher freight rates and fuel economy savings, and if we are not able to offset fuel tax increases through reductions in other excise taxes or through increases in the rates we charge our customers, our results of operations could be adversely affected.
 
We are subject to certain risks arising from our international business.
 
We provide transportation and logistics services to and from international locations and are, therefore, subject to risks of international business, including, but not limited to, changes in the economic strength of certain foreign countries; changes in foreign exchange rates; the ability to secure space on third‑party aircraft, ocean vessels, and other modes of transportation; difficulties in enforcing contractual obligations and intellectual property rights; burdens of complying with a wide variety of international and United States regulations and export and import laws as well as different liability standards and less developed legal systems ; and social, political, and economic instability.


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We are also subject to compliance with the Foreign Corrupt Practices Act (“FCPA”). Failure to comply with the FCPA and local regulations in the conduct of our international business operations may result in legal claims against us. In addition, if we are unable to maintain the Customs – Trade Partnership Against Terrorism (“C‑TPAT”) status of our Premium Logistics & Expedited Freight Services segment, we may have significant border delays, which could cause our international operations to be less efficient than competitors also operating internationally. We also face additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes, or government royalties imposed by foreign governments. These and other factors that substantially affect the operations of our international business could have a material adverse effect on the operating results of our global service offerings.

Our total assets include goodwill and intangibles. If we determine that these items have become impaired in the future, our earnings could be adversely affected.
 
As of December 31, 2013, we had recorded goodwill of $76.4 million and intangible assets, net of accumulated amortization, of $75.4 million, both primarily as a result of the June 15, 2012 acquisition of Panther. Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill and indefinite‑lived intangible assets are not amortized but rather are evaluated for impairment annually or more frequently, if indicators of impairment exist. Finite‑lived intangible assets are also evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the impairment evaluations for goodwill and intangible assets indicate the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to that excess. Our annual impairment evaluations of goodwill and indefinite‑lived intangible assets were performed as of October 1, 2013, 2012, and 2011, and it was determined that there was no impairment of the recorded balances.
 
Panther is evaluated as a separate reporting unit for the impairment assessment of goodwill and intangible assets. Significant declines in business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations of Panther could result in impairment and a resulting non‑cash write‑off of a significant portion of our goodwill and intangible assets, which would have an adverse effect on our financial condition and operating results.
 
We are subject to litigation risks that could result in significant expenditures and have other material adverse effects on our business.
 
The nature of our business exposes us to the potential for various claims and litigation related to labor and employment, competitive matters, personal injury, property damage, cargo claims, safety and contract compliance, environmental liability, and other matters. We are subject to risk and uncertainties related to liabilities which may result from the cost of defending against class‑action litigation, such as alleged violations of anti‑trust laws, wage‑and‑hour and discrimination claims, and any other legal proceedings. Some or all of our expenditures to defend, settle, or litigate these matters may not be covered by insurance or could impact our cost and ability to obtain insurance in the future. Any material litigation or a catastrophic accident or series of accidents could have a material adverse effect on our business, financial position, and results of operations. Our business reputation and our relationship with our employees may also be adversely impacted by our involvement in legal proceedings. For more information related to the Company’s legal proceedings, see Note P to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.
 

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If we are unable to maintain our corporate reputation and the ABF, Panther, and U ‑ Pack brands, our business may suffer.
 
ABF Freight is recognized as an industry leader for its commitment to quality, customer service, safety, and technology. Our business depends in part on our ability to maintain the image of the ABF brand as it applies to both ABF Freight and ABF Logistics. The Panther brand is also synonymous with premium service. Service, performance, and safety issues, whether actual or perceived, could adversely impact our customers’ image of the ABF companies, Panther, and U‑Pack and result in the loss of business. Adverse publicity regarding labor relations, legal matters, environmental concerns, and similar matters, which are connected to ABF Freight, whether or not justified, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships as well as hinder the growth of our non-asset-based businesses. Our business and our image could also be negatively impacted by a breach of our corporate policies by employees or vendors. Damage to our reputation and loss of brand equity could reduce demand for our services and thus have an adverse effect on our business, results of operations, and financial position, as well as require additional resources to rebuild our reputation and restore the value of our brand.

Our initiatives to grow our business operations may take longer than anticipated or may not be successful.
 
Developing service offerings requires ongoing investment in personnel and infrastructure, including operating and management information systems. Depending upon the timing and level of revenues generated from our growth initiatives, the related results of operations and cash flows we anticipate from these initiatives and additional service offerings may not be achieved. If we are unable to manage our growth effectively, our business, results of operations, and financial position may be adversely affected.
 
We also face challenges and risks in implementing initiatives to manage our cost structure to business levels. We periodically evaluate and modify the ABF Freight network to reflect changes in customer demands and to reconcile ABF Freight’s infrastructure with tonnage levels and the proximity of customer freight, and there can be no assurances that these network changes, to the extent such network changes are made, will result in a material improvement of ABF Freight’s results of operations.

Our growth plans place significant demands on our management and operating personnel and we may not be able to hire, train, and retain the appropriate personnel to manage and grow these services. In addition, as we focus on growing our non‑asset‑based businesses, we may encounter difficulties in adapting our corporate structure or in developing and maintaining effective partnerships among our operating segments which could hinder our operational, financial, and strategic objectives. Furthermore, we may invest significant resources to enter or expand our services in markets with established competitors, and we may not be able to successfully gain market share which could have an adverse effect on our operating results and financial position.

We may be unsuccessful in realizing all or any part of the anticipated benefits of any future acquisitions.
 
We evaluate acquisition candidates from time to time and may acquire assets and businesses that we believe complement our existing assets and business. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. If we consummate any future acquisitions, our capitalization and results of operations may change significantly. We may be unable to generate sufficient revenue from the operation of an acquired business to offset our acquisition or investment costs. The degree of success of acquisitions will depend, in part, on our ability to realize anticipated cost savings and growth opportunities. Our success in realizing these benefits and the timing of this realization depends in part upon the successful integration of any acquired businesses. The possible difficulties of integration include, among others: retention of customers and key employees; unanticipated issues in the assimilation and consolidation of information, communications, and other systems; difficulties managing businesses that are outside our historical core competency; inefficiencies and difficulties that arise because of unfamiliarity with potentially new markets or geographic areas and new assets and the businesses associated with them; consolidation of corporate and administrative infrastructures; the diversion of management’s attention from ongoing business concerns; the effect on internal controls and compliance with the regulatory requirements under the Sarbanes‑Oxley Act of 2002; and unanticipated issues, expenses, and liabilities. The diversion of the attention of management from our current operations to the acquired operations and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the acquisitions and could adversely impact our results of operations and financial condition. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business for which we have no recourse under applicable indemnification provisions. If acquired operations fail to generate sufficient cash flows, we may incur write‑offs of goodwill and intangible and other assets in the future.
 

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ITEM 1A. RISK FACTORS - continued


Our information technology systems are subject to cyber risks, some of which are beyond our control, that could have a material adverse effect on our business, results of operations, and financial position.
 
We depend on the proper functioning and availability of our information systems, including communications and data processing systems, in operating our business. These systems consist of proprietary software programs that are integral to the efficient operation of our business. It is important that the data processed by these systems remain confidential, as it often includes competitive customer information, confidential customer transaction data, employee records, and key financial and operational results and statistics. In addition, cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on our operations. Certain of our software applications are utilized by third parties who provide certain outsourced administrative functions, which may increase the risk of a cybersecurity incident.
 
We have experienced incidents involving attempted denial of service, malware attacks, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to our business. To date, the systems we have employed have been effective in identifying these types of events at a point when the impact on our business could be minimized. We have made and continue to make significant financial investment in technologies and processes to mitigate these risks, and our information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, it is not practicable to protect against the possibility of power loss, telecommunications failures, cybersecurity attacks, and other cyber incidents in every potential circumstance that may arise.

Our business interruption insurance, which would offset losses up to certain coverage limits in the event of a catastrophe, would not specifically extend to losses arising from a cyber incident. A significant cyber incident, including system failure, security breach, disruption by malware, or other damage, could interrupt or delay our operations, damage our reputation, cause a loss of customers, expose us to a risk of loss or litigation, and/or cause the company to incur significant time and expense to remedy such an event, any of which could have a material adverse impact on our results of operations and financial position.
 
Our business could be harmed by antiterrorism measures.
 
As a result of terrorist attacks on the United States, federal, state, and municipal authorities have implemented and may implement in the future various security measures, including checkpoints and travel restrictions on large trucks. Although many companies would be adversely affected by any slowdown in the availability of freight transportation, the negative impact could affect our business disproportionately. For example, we offer specialized services that guarantee on‑time delivery. If security measures disrupt the timing of deliveries, we could fail to meet the needs of our customers or could incur increased costs in order to do so. Additional security measures may also reduce productivity of our drivers and third‑party transportation service providers, which would increase our operating costs. There can be no assurance that new antiterrorism measures will not be implemented and that such new measures will not have a material adverse effect on our business, results of operations, or financial condition.
 
Our results of operations could be impacted by seasonal fluctuations or adverse weather conditions.
 
Our operations are impacted by seasonal fluctuations which affect tonnage and shipment levels and, consequently, revenues and operating results. Freight shipments and operating costs of the Freight Transportation and Domestic & Global Transportation Management operating segments can be adversely affected by inclement weather conditions. Expedited shipments of the Premium Logistics & Expedited Freight Services segment may decline due to post‑holiday slowdowns during winter months and plant shutdowns during summer months. Emergency roadside service events of the Emergency & Preventative Maintenance segment are influenced by seasonal variations and service event volume is generally lower during mild weather conditions. Business levels of the Household Goods Moving Services segment are generally lower in the non‑summer months when demand for moving services is typically lower. Climate change may have an influence on the severity of weather conditions, which could adversely affect our freight shipments and level of services provided by our non‑asset‑based segments and, consequently, our operating results.
 

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ITEM 1A. RISK FACTORS - continued


Provisions of our charter documents and Delaware law may inhibit a takeover, which could limit the price investors might be willing to pay in the future for our common stock.

Provisions in our restated certificate of incorporation, as amended, and our amended and restated bylaws may have the effect of delaying or preventing an acquisition of the Company or a merger in which the Company is not the surviving company and may otherwise prevent or slow changes in the Company’s Board of Directors and management. In addition, because the Company is incorporated in Delaware, it is governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions could discourage an acquisition of the Company or other change in control transaction and thereby negatively affect the price that investors might be willing to pay in the future for the Company’s common stock.

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ITEM 1B.
UNRESOLVED STAFF COMMENTS
 
None.

ITEM 2.
PROPERTIES
 
The Company owns its corporate headquarters office building in Fort Smith, Arkansas, which contains 196,800 square feet.
 
Freight Transportation Segment
 
As of December 31, 2013, ABF Freight operated out of 269 terminal facilities, 10 of which also serve as distribution centers. The Company owns 119 of these facilities and leases the remainder from nonaffiliates. ABF Freight’s distribution centers are as follows:
 
 
No. of Doors
 
Square Footage
Owned:
 

 
 

Dayton, Ohio
330

 
250,700

Carlisle, Pennsylvania
333

 
196,200

Kansas City, Missouri
252

 
166,200

Winston‑Salem, North Carolina
150

 
174,600

Atlanta, Georgia
226

 
158,200

South Chicago, Illinois
274

 
152,800

North Little Rock, Arkansas
196

 
150,500

Dallas, Texas
196

 
144,200

Albuquerque, New Mexico
85

 
71,000

Leased from nonaffiliate:
 

 
 

Salt Lake City, Utah
89

 
53,900

 
Non‑Asset‑Based Segments
 
The Premium Logistics & Expedited Freight Services segment leases its general offices located in two buildings in Seville, Ohio totaling approximately 46,300 square feet, as well as seven additional locations with approximately 45,400 square feet of office and warehouse space.
 
The Domestic & Global Transportation Management segment and certain sales and administrative functions of the Household Goods Moving Services segment leases an office building in Fort Smith, Arkansas with approximately 36,400 square feet of space for the operations of .
 
The Emergency & Preventative Maintenance segment owns its offices located in Cherryville, North Carolina, containing approximately 38,900 square feet.
 
The Household Goods Moving Services segment owns its general offices and warehouse buildings containing approximately 71,000 square feet and leases additional office space of approximately 38,000 square feet located in Wichita Falls, Texas.
 
The Company believes that its facilities are suitable and adequate and that they have sufficient capacity to meet current business requirements.
 
ITEM 3.
LEGAL PROCEEDINGS
 
Various legal actions, the majority of which arise in the normal course of business, are pending. These legal actions are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial condition, results of operations, or cash flows. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self‑insured retention limits. The Company has accruals for certain legal, environmental, and self‑insurance exposures. For information related to the Company’s environmental and legal matters, see Environmental and Legal Matters within the Results

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of Operations section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Part II of this Annual Report on Form 10‑K.

ITEM 4.
MINE SAFETY DISCLOSURES
 
Not applicable.

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PART II
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information, Dividends and Holders
 
The Common Stock of Arkansas Best Corporation (the “Company”) trades on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “ABFS.” The following table sets forth the high and low recorded sale prices of the Common Stock during the periods indicated as reported by NASDAQ and the cash dividends declared:
 
High
 
Low
 
Cash
Dividend
2012
 

 
 

 
 

First quarter
$
22.79

 
$
17.18

 
$
0.03

Second quarter
19.38

 
10.38

 
0.03

Third quarter
14.35

 
7.32

 
0.03

Fourth quarter
9.62

 
6.43

 
0.03

2013
 

 
 

 
 

First quarter
$
12.78

 
$
9.50

 
$
0.03

Second quarter
23.45

 
9.62

 
0.03

Third quarter
28.10

 
19.40

 
0.03

Fourth quarter
35.96

 
21.35

 
0.03

 
At February 24, 2014, there were 25,868,155 shares of the Company’s Common Stock outstanding, which were held by 281 stockholders of record.
 
The Company expects to continue to pay quarterly dividends in the foreseeable future, although there can be no assurances in this regard since future dividends will be at the discretion of the Board of Directors and will depend upon the Company’s future earnings, capital requirements, financial condition, and other factors. So long as no event of default exists under the secured term loan (the “Term Loan”) outstanding under the credit agreement (the “Credit Agreement”) (see Note H to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K) before or after giving effect to any dividend, there are no material contractual restrictions on our ability to declare and pay dividends. On January 23, 2014, the Board of Directors declared a quarterly dividend of $0.03 per share to stockholders of record on February 6, 2014.
 
Issuer Purchases of Equity Securities
 
The Company has a program to repurchase its Common Stock in the open market or in privately negotiated transactions. The Company’s Board of Directors authorized stock repurchases of up to $25.0 million in 2003 and an additional $50.0 million in 2005. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board’s discretion. The Company has made no repurchases of its Common Stock since 2007.
 
As of December 31, 2013, the Company has purchased 1,618,150 shares for an aggregate cost of $56.8 million, leaving $18.2 million available for repurchase under the program. The total shares repurchased by the Company, since the inception of the program, have been made at an average price of $35.11 per share.


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Table of Contents


ITEM 6.
SELECTED FINANCIAL DATA

The following table includes selected financial and operating data for the Company as of and for each of the five years in the period ended December 31, 2013. This information should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” in Part II of this Annual Report on Form 10‑K.
 
 
 
Year Ended December 31
 
 
2013
 
2012 (1)
 
2011
 
2010
 
2009 (2)
 
 
(in thousands, except per share data)
Statement of Operations Data:
 
 

 
 

 
 

 
 

 
 

Operating revenues
 
$
2,299,549

 
$
2,065,999

 
$
1,907,609

 
$
1,657,864

 
$
1,472,901

Operating income (loss)
 
19,070

 
(14,568
)
 
9,759

 
(54,545
)
 
(168,706
)
Income (loss) from continuing operations before income taxes
 
19,461

 
(16,992
)
 
9,493

 
(53,797
)
 
(165,518
)
Provision (benefit) for income taxes
 
3,650

 
(9,260
)
 
3,160

 
(21,376
)
 
(37,996
)
Income (loss) from continuing operations attributable to Arkansas Best Corporation (3)
 
15,811

 
(7,732
)
 
6,159

 
(32,693
)
 
(127,889
)
Income (loss) from continuing operations per common share, diluted (3)
 
0.59

 
(0.31
)
 
0.23

 
(1.30
)
 
(5.12
)
Cash dividends declared per common share (4)
 
0.12

 
0.12

 
0.12

 
0.12

 
0.60

Balance Sheet Data:
 
 

 
 

 
 

 
 

 
 

Total assets
 
1,017,326

 
1,034,462

 
916,220

 
860,951

 
869,546

Current portion of long‑term debt
 
31,513

 
43,044

 
24,262

 
14,001

 
3,603

Long‑term debt (including notes payable and capital leases, excluding current portion)
 
81,332

 
112,941

 
46,750

 
42,657

 
13,373

Other Data:
 
 

 
 

 
 

 
 

 
 

Net capital expenditures, including assets acquired through notes payable and capital leases (5)
 
24,211

 
68,854

 
76,575

 
41,886

 
43,676

Depreciation and amortization (6)
 
84,215

 
85,493

 
73,742

 
71,565

 
75,226

 

(1)
On June 15, 2012, the Company acquired Panther Expedited Services, Inc. Panther’s operations have been included in the consolidated results of operations since the acquisition date (see Note D to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).
(2)
2009 includes a goodwill impairment charge of $64.0 million (nondeductible for tax purposes), or $2.55 per share, and pre‑tax pension settlement expense of $4.6 million, or $0.11 per share, related to the supplemental benefit plan.
(3)
Income (loss) from continuing operations excludes a noncontrolling interest in net income of a subsidiary of $0.2 million, $0.3 million, and $0.4 million in 2011, 2010, and 2009, respectively.
(4)
In January 2010, the Company’s Board of Directors reduced the quarterly cash dividend to $0.03 per share.
(5)
Capital expenditures are shown net of proceeds from the sale of property, plant and equipment.
(6)
Excludes amortization of intangible assets associated with acquisition of Panther which totaled $4.2 million and $2.3 million in 2013 and 2012, respectively (see Note E to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).


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  ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Arkansas Best Corporation (the “Company”) is a freight transportation services and integrated logistics solutions provider with five reportable operating segments. The Company’s principal operations are conducted through its Freight Transportation segment, which consists of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF Freight”). The Company’s other reportable operating segments are the following non‑asset‑based businesses: Premium Logistics & Expedited Freight Services, Domestic & Global Transportation Management, Emergency & Preventative Maintenance, and Household Goods Moving Services. Together, the Company’s Freight Transportation segment and non‑asset‑based segments provide a comprehensive suite of transportation and logistics services. (See additional segment description in Note N to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.)
 
ORGANIZATION OF INFORMATION
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist readers in understanding the Company’s financial performance during the periods presented and significant trends which may impact the future performance of the Company. This discussion should be read in conjunction with the Consolidated Financial Statements of the Company and the related notes thereto included in Part II, Item 8 of this Annual Report on Form 10‑K. Certain reclassifications have been made to the prior years’ operating segment data and statistics to conform to the current year presentation. Effective July 1, 2013, the Company formed a new operating segment, Domestic & Global Transportation Management, combining the Company’s transportation brokerage operations, worldwide ocean shipping solutions, and transportation and warehouse management services. The strategic alignment of the sales and logistics functions related to these services into one reportable segment under a single executive management operating team better supports the delivery of these solutions and allows customers to gain greater awareness for these service offerings in an evolving marketplace. The Company’s transportation brokerage operations were previously reported as the Truck Brokerage and Management segment and the worldwide ocean shipping solutions and transportation and warehouse management services were previously reported within the Freight Transportation segment for the years ended December 31, 2012 and 2011. There was no impact on consolidated amounts as a result of these reclassifications.

MD&A includes forward‑looking statements that are subject to risks and uncertainties. Actual results may differ materially from the statements made in this section due to a number of factors that are discussed in “Forward‑Looking Statements” of Part I and “Risk Factors” of Part I, Item 1A of this Annual Report on Form 10‑K. MD&A is comprised of the following:
 
•
Results of Operations includes:
•
an overview of consolidated results with 2013 compared to 2012 and 2012 compared to 2011, and an Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) schedule presented as a measure of consolidated financial performance and ability to service debt obligations;
•
a financial summary and analysis of the Freight Transportation segment results of 2013 compared to 2012 and 2012 compared to 2011, including a discussion of key actions and events that impacted the results;
•
a financial summary and analysis of the Company’s non‑asset‑based reportable operating segments, including a discussion of key actions and events that impacted the results; and
•
a discussion of other matters impacting operating results including seasonality, effects of inflation, economic conditions, environmental and legal matters, and information technology and cybersecurity.

•
Liquidity and Capital Resources provides an analysis of key elements of the cash flow statements, borrowing capacity and contractual cash obligations, including a discussion of financing arrangements and financial commitments.

•
Critical Accounting Policies discusses those accounting policies that are important to understanding certain of the material judgments and assumptions incorporated in the reported financial results.

•
Income Taxes provides an analysis of the effective tax rates, and deferred tax balances, including deferred tax asset valuation allowances.

•
Recent Accounting Pronouncements are also discussed within a separate section of MD&A.

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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


The key indicators necessary to understand the Company’s operating results include:

•
For the Freight Transportation segment:
•
the overall customer demand for ABF Freight’s transportation services;
•
the volume of transportation services provided by ABF Freight, primarily measured by average daily shipment weight (“tonnage”), which influences operating leverage as tonnage levels vary;
•
the prices ABF Freight obtains for its services, primarily measured by yield (“revenue per hundredweight”), including fuel surcharges; and
•
ABF Freight’s ability to manage its cost structure, primarily in the area of salaries, wages, and benefits (“labor”), with the total cost structure measured by the percent of operating expenses to revenue levels (“operating ratio”).

•
For the non‑asset‑based reportable segments, primarily customer demand for logistics services combined with economic factors which influence the number of shipments or events used to measure changes in business levels.

RESULTS OF OPERATIONS

Consolidated Results
 

Year Ended December 31
 

2013

2012

2011
 

(in thousands, except per share data)
OPERATING REVENUES

 


 


 

Freight Transportation (1)

$
1,761,716

 
$
1,701,495

 
$
1,714,232

Premium Logistics & Expedited Freight Services (2)

246,849

 
132,326

 
—

Domestic & Global Transportation Management  (1)

105,223

 
66,431

 
41,966

Emergency & Preventative Maintenance

137,546

 
115,968

 
92,554

Household Goods Moving Services

82,169

 
77,619

 
85,611

Other and eliminations

(33,954
)
 
(27,840
)
 
(26,754
)
Total consolidated operating revenues

$
2,299,549

 
$
2,065,999

 
$
1,907,609

 
 
 
 
 
 
 
OPERATING INCOME (LOSS)

 

 
 

 
 

Freight Transportation (1)

10,033

 
(19,800
)
 
3,937

Premium Logistics & Expedited Freight Services (2)

6,956

 
2,402

 
—

Domestic & Global Transportation Management (1)

2,973

 
3,013

 
1,562

Emergency & Preventative Maintenance

3,274

 
1,935

 
2,982

Household Goods Moving Services

1,850

 
692

 
2,718

Other and eliminations (3)

(6,016
)
 
(2,810
)
 
(1,440
)
Total consolidated operating income (loss)

$
19,070

 
$
(14,568
)
 
$
9,759

NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION

$
15,811

 
$
(7,732
)
 
$
6,159

DILUTED EARNINGS (LOSS) PER SHARE

$
0.59

 
$
(0.31
)
 
$
0.23


(1)
As previously discussed in the Organization of Information section of MD&A, certain reclassifications have been made to the prior years’ operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. The measurement of operating income for the Domestic & Global Transportation Management operating segment was changed in 2013 to include certain intercompany cost allocations. While it is impracticable to recalculate the cost allocations for all prior year periods, management estimated such amounts to be approximately $0.6 million in 2012 and $0.3 million in 2011. If the segment information was presented on a comparable basis for all periods, Domestic & Global Transportation Management operating expenses would increase by $0.6 million in 2012 and $0.3 million in 2011 with corresponding decreases in operating income for those years, and Freight Transportation operating expenses would decrease by the same amounts with corresponding increases in operating income for those years.
(2)
Includes operations of Panther since the June 15, 2012 acquisition date.
(3)
2013 includes workers’ compensation expense reserve increase associated with an insolvent insurance carrier and costs of long‑term incentive plans that were driven by the Company’s total shareholder return relative to its peer group.


34

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Consolidated revenues, which totaled $2.3 billion for 2013, increased 11.3% compared to 2012, preceded by an 8.3% increase in 2012 revenues compared to 2011. The year‑over‑year increase in consolidated revenues for 2013 reflects higher volume‑driven revenues reported by each segment. Freight Transportation revenues, which represented 75%, 81%, and 89% of total revenues before other revenues and intercompany eliminations for 2013, 2012, and 2011, respectively, increased 3.7% on a per‑day basis compared to 2012, primarily due to the impact of a 3.6% year‑over‑year increase in tonnage on a per‑day basis. The 2013 increase in consolidated revenues also includes the full year of revenues reported in the Premium Logistics & Expedited Freight Services segment versus revenues since the June 15, 2012 acquisition of Panther Expedited Services, Inc. (“Panther”) in 2012. As a result of the Panther acquisition and investments in personnel and infrastructure, total non‑asset‑based segments have become a larger proportion of consolidated revenues generating 25%, 19%, and 11% of total revenues before other revenues and intercompany eliminations for 2013, 2012, and 2011, respectively.

The increase in consolidated revenues for 2012 compared to 2011 primarily reflects the revenues reported in the Premium Logistics & Expedited Freight Services segment since the Panther acquisition. In addition, higher volume‑driven revenues reported by the Domestic & Global Transportation Management and the Emergency & Preventative Maintenance segments contributed to the consolidated revenue growth.

The improvement in consolidated operating income, net income, and earnings per share in 2013 versus 2012 primarily reflects the cost reductions associated with ABF Freight’s new collective bargaining agreement that was implemented on November 3, 2013 and ABF Freight’s improved tonnage levels. The decline in operating results, net income, and earnings per share in 2012 versus 2011 was primarily related to the operations of the Freight Transportation segment. Net income and earnings per share were also impacted by changes in interest expense, changes in cash surrender value of life insurance, and the effective tax provision (benefit) rates as further described within the Income Tax section of MD&A.

Nonunion Defined Benefit Pension Plan
In June 2013, the Company amended its nonunion defined benefit pension plan, which covers substantially all noncontractual employees hired before January 1, 2006, to freeze the participants’ final average compensation and years of credited service as of July 1, 2013 (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). The June 2013 plan amendment resulted in a plan curtailment which reduced the pension liability and the pre‑tax unrecognized net actuarial loss of the plan by $46.3 million as of June 30, 2013. The freeze of the accrual of benefits as of July 1, 2013, and the reduction of the PBO due to the plan curtailment reduced the estimated total service and interest cost for the plan year ending December 31, 2013. The net periodic benefit cost was $6.3 million (before settlement expense) in 2013 compared to $16.6 million in 2012. The net reduction in nonunion defined benefit pension expense in 2013 was offset, in part, by discretionary contributions under the nonunion defined contribution plan, resulting in a net decrease in nonunion labor costs of $4.4 million, excluding settlement expense, related to these benefit plan changes for the year ended December 31, 2013 versus 2012. Because total 2013 lump‑sum benefit distributions from the plan exceeded the total annual service and interest cost of the plan, the Company recognized pension settlement expense of $2.1 million (pre‑tax), or $0.05 per share, for the year ended December 31, 2013. The settlement expense was recorded as an operating expense and a reduction of the pre‑tax net actuarial loss of the plan as of December 31, 2013.

In consideration of the freeze of the accrual of benefits under the plan and the resulting shift in focus of the plan’s investment strategy toward reducing investment, interest rate, and longevity risks in the plan, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries currently receiving monthly benefit payments. Upon payment of the $25.4 million premium for the annuity contract, pension benefit obligations totaling $23.3 million were transferred to the insurance company. Because the total of the nonparticipating annuity contract purchase amount and lump‑sum benefit distributions from the plan will exceed the total interest cost of the plan, the Company will recognize settlement expense as a component of net periodic benefit cost in first quarter 2014 of approximately $2.0 million to $3.0 million (pre ‑ tax) with a corresponding reduction of the net actuarial loss of the plan, which is reported within accumulated other comprehensive loss. The remaining pre‑tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump ‑ sum distributions from the nonunion defined benefit pension plan in 2014. The Company’s 2014 total nonunion defined benefit pension expense will be available before its first quarter 2014 Form 10‑Q filing and, based on currently available actuarial information, is expected to decrease from the 2013 expense of $6.3 million (before settlement expense). The Company may continue to incur settlement expense in future years if qualifying distributions determined to be settlements are expected to exceed the estimated total annual interest cost of the plan.


35

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Consolidated Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”)  

Consolidated EBITDA increased 36.5% in 2013 compared to 2012 and decreased 7.3% in 2012 compared to 2011. The variances in consolidated EBITDA reflect changes in consolidated earnings, which were driven by ABF Freight operating results.
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands)
CONSOLIDATED EBITDA
 

 
 

 
 

Net income (loss) attributable to Arkansas Best Corporation
$
15,811

 
$
(7,732
)
 
$
6,159

Interest expense and other related financing costs
4,183

 
5,273

 
3,953

Income tax provision (benefit)
3,650

 
(9,260
)
 
3,160

Depreciation and amortization (1)
88,389

 
87,754

 
73,742

Share‑based compensation expense
5,494

 
6,068

 
6,450

Amortization of net actuarial losses and pension settlement expense
10,046

 
11,385

 
7,361


$
127,573

 
$
93,488

 
$
100,825


(1)
Includes amortization of intangibles which totaled $4.2 million and $2.3 million in 2013 and 2012, respectively (see Note E to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).
 
EBITDA is a primary component of the financial covenants to the Company’s Term Loan (See Financing Arrangements within the Liquidity and Capital Resources section of MD&A). Management believes 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. However, these financial measures should not be construed as better measurements than operating income (loss), operating cash flow, net income (loss) or earnings (loss) per share, as determined under GAAP. Other companies may calculate EBITDA differently; therefore, the Company’s EBITDA may not be comparable to similarly titled measures of other companies.

Freight Transportation Segment: ABF Freight Overview

ABF Freight’s operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in “Business” in Item 1 and “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10‑K. The key performance factors and operating results for ABF Freight are discussed in the following paragraphs.

As of December 2013, approximately 76% of ABF Freight’s employees were covered under the ABF National Master Freight Agreement (the “ABF NMFA”), the collective bargaining agreement with the International Brotherhood of Teamsters (“IBT”) which extends through March 31, 2018. The ABF NMFA was ratified on June 27, 2013, by a majority of ABF Freight’s IBT member employees who chose to vote. Following resolution of certain supplements to the ABF NMFA which were not approved at the time the collective bargaining agreement was ratified, the IBT implemented the ABF NMFA on November 3, 2013. The primary changes to the labor agreement under the ABF NMFA include a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years and a 2.5% increase on July 1, 2017; a one‑week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT for which the rate increases were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. For subsequent years through the end of the agreement in 2018, the combined contractual wage and benefit contribution rate is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis.

In an ongoing effort to manage its cost structure to business levels, the Company periodically evaluates and modifies the ABF Freight network to reflect changes in customer demands and to reconcile ABF Freight’s infrastructure with tonnage levels and the proximity of customer freight. On December 4, 2013, ABF Freight System, Inc. filed a change of operations proposal with the IBT that upon implementation should result in improved transit times for customers, enhanced operational efficiency, and greater density in ABF Freight’s less‑than‑truckload (“LTL”) freight network. The proposed change is part of an ongoing, dynamic network analysis that was initiated in 2013 along with other efforts to improve ABF Freight’s profitability. In January 2014, the

36

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


IBT approved the change of operations for the consolidation of 21 smaller terminals into nearby facilities. Combined with the consolidation of eight smaller terminals which was carried out in the second half of 2013 without disruption to customers, the number of total ABF Freight service facilities will be reduced to 248 after implementation of the change of operations. ABF Freight will continue to directly serve customers in all the markets it currently serves. The costs associated with the ABF Freight network adjustments are not expected to be material. There can be no assurances that these changes, if made, will result in a material improvement of ABF Freight’s results of operations.

Tonnage
ABF Freight’s tonnage levels increased 3.6% on a per‑day basis in 2013 compared to 2012, preceded by a year‑over‑year decline of 4.6% in 2012 and an increase of 3.9% on a per‑day basis in 2011. Quarterly tonnage levels have fluctuated significantly in recent years. ABF Freight experienced quarterly decreases in year‑over‑year tonnage per day from third quarter 2011 through third quarter 2012, which followed year‑over‑year quarterly increases from first quarter 2010 through second quarter 2011. The effect of weak general economic conditions in 2012 and comparison to significant tonnage growth experienced in the second half of 2010 through the first half of 2011 influenced the 2012 tonnage comparisons to the prior year. The tonnage declines throughout the first nine months of 2012 were also impacted by ABF Freight’s initiatives to improve account profitability, which led to quarterly year‑over‑year increases in billed revenue per hundredweight, including fuel surcharges, during the same periods. In fourth quarter 2012, ABF Freight experienced a slight increase in tonnage levels versus fourth quarter 2011, despite the negative impact of Hurricane Sandy on business levels at the end of October 2012. Since the fourth quarter of 2012, ABF Freight has experienced year‑over‑year increases in quarterly tonnage per day. ABF Freight’s tonnage increases in 2013 were influenced by improved economic conditions which positively impacted demand for freight transportation and business growth in the regional markets (length of haul within 1,000 miles). Year‑over‑year increases in tonnage per day were 6.7%, 1.6%, 3.5%, and 2.7% in the first, second, third, and fourth quarters of 2013, respectively. Quarter‑to‑date through late‑February 2014, average daily total tonnage for ABF Freight increased 1% to 2% compared to the same period last year, which was lower than expected due to the effect of severe winter weather in the 2014 period. ABF Freight’s revenues quarter‑to‑date through late‑February were approximately 2% to 3% above the same prior year period due to the higher tonnage level and increases in billed revenue per hundredweight, including fuel surcharges, reflecting improved account pricing. Although ABF Freight manages costs with business levels, portions of operating costs are fixed in nature and the adjustments which would otherwise be necessary to align the cost structure with tonnage levels are limited in relatively short periods of time. Management estimated that severe winter weather, which resulted in lost revenue opportunity and incremental costs, negatively impacted operating income for the month of January 2014 by approximately $6 million. Unfavorable weather effects continued into the month of February 2014; however, the impact on the month was not available at the time of filing this Annual Report on Form 10‑K.

Tonnage levels are seasonally lower during January and February while March provides a disproportionately higher amount of the first quarter’s business. The first quarter of each year generally has the highest operating ratio of the year, although other factors, including the state of the economy, may influence quarterly comparisons. The impact of general economic conditions and ABF Freight’s pricing initiatives, as further discussed in the following Pricing section of the ABF Freight Overview, may continue to impact ABF Freight’s tonnage levels and, as such, there can be no assurances that ABF Freight will maintain or achieve improvements in its current operating results.

Pricing
Another key factor to ABF Freight’s operating performance is the industry pricing environment which influences ABF Freight’s ability to obtain appropriate margins and price increases on customer accounts. Externally, ABF Freight’s pricing is typically measured by billed revenue per hundredweight, which is a reasonable, although approximate, measure of price change. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association, Inc. Light, bulky freight typically has a higher class and is priced at a higher revenue per hundredweight than dense, heavy freight. Changes in the rated class and packaging of the freight, along with changes in other freight profile factors such as average shipment size, average length of haul, freight density, and customer and geographic mix, can affect the average billed revenue per hundredweight measure.
 
Approximately 35% of ABF Freight’s business is subject to ABF Freight’s base LTL tariffs, which are affected by general rate increases, combined with individually negotiated discounts. Rates on the other 65% of ABF Freight’s business, including business priced in the spot market, are subject to individual pricing arrangements that are negotiated at various times throughout the year. The majority of the tonnage related to the business subject to negotiated pricing arrangements is associated with larger customer accounts with annually negotiated pricing arrangements, and the remaining business is priced on an individual shipment basis considering each shipment’s unique profile, value provided by ABF Freight to the customer, and current market conditions.
 

37

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Since pricing is established individually by account, ABF Freight focuses on individual account profitability rather than billed revenue per hundredweight when considering customer account or market evaluations. This is due to the difficulty of quantifying, with sufficient accuracy, the impact of changes in freight profile characteristics, which is necessary in estimating true price changes. Obtaining overall base rate increases involves a lengthy process to address the pricing and resulting profitability of individual customer accounts. In addition, industry pricing was negatively impacted during the recent recessionary periods of lower available tonnage, particularly in 2010 and 2009, when pricing became a primary driver of competition as many carriers attempted to either gain market share or minimize tonnage losses through price discounting. Pricing on ABF Freight’s traditional LTL business was adversely impacted during this time in which ABF Freight was not able to adequately secure base LTL rate increases. Prolonged periods with insufficient base LTL rate improvements result in higher operating ratios as elements of unit cost, including contractual wage and benefit rates, continue to increase.

Since the second quarter of 2011, ABF Freight has experienced improvement in the overall pricing environment. ABF Freight’s pricing improvements in recent years were influenced by retention of general rate increases and improvements in contractual and deferred pricing agreements, as further discussed in ABF Freight Results within the Freight Transportation Segment section of Results of Operations. However, ABF took a more cautious approach to its overall account evaluation during the first quarter of 2013 emphasizing retention of customer accounts during the seasonally slower months. This focus was shifted toward yield improvement during the remainder of 2013. There can be no assurances that the current price improvement trend will continue or that efforts to improve pricing will offset the impact of tonnage losses on ABF Freight’s operating results. The competitive environment could limit ABF Freight from securing adequate increases in base LTL freight rates and could limit the amount of fuel surcharge revenue recovered.

Fuel
The transportation industry is dependent upon the availability of adequate fuel supplies. The Company has not experienced a lack of available fuel but could be adversely impacted if a fuel shortage develops. ABF Freight charges a fuel surcharge based on changes in diesel fuel prices compared to a national index. Although revenues from fuel surcharges generally more than offset direct diesel fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of energy prices on other nonfuel‑related expenses is difficult to ascertain. ABF Freight cannot predict, with reasonable certainty, future fuel price fluctuations, the impact of energy prices on other cost elements, recoverability of fuel costs through fuel surcharges, and the effect of fuel surcharges on ABF Freight’s overall rate structure or the total price that ABF Freight will receive from its customers. While the fuel surcharge is one of several components in ABF Freight’s overall rate structure, the actual rate paid by customers is governed by market forces based on value provided to the customer.
 
During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel‑ and energy‑related areas, operating margins could be impacted. Fuel prices have fluctuated significantly in recent years. Whether fuel prices fluctuate or remain constant, ABF Freight’s operating income may be adversely affected if competitive pressures limit its ability to recover fuel surcharges. Throughout 2013, the fuel surcharge mechanism generally continued to have market acceptance among ABF Freight customers; however, certain nonstandard pricing arrangements have limited the amount of fuel surcharge recovered. The negative impact on operating margins of capped fuel surcharge revenue during periods of increasing fuel costs is more evident as fuel prices remain above the maximum levels recovered through the fuel surcharge mechanism on certain accounts. ABF Freight’s operating results will continue to be impacted by further changes in fuel prices and the related fuel surcharges.

Labor Costs
ABF Freight is generally effective in managing its costs to business levels. ABF Freight’s ability to effectively manage labor costs has a direct impact on its operating performance. These costs, which are reported in Freight Transportation operating expenses as salaries, wages, and benefits, amounted to 61.0%, 62.9%, and 61.8% of ABF Freight’s revenues for 2013, 2012, and 2011, respectively. Labor costs, including retirement and health care benefits for ABF Freight’s contractual employees that are provided by a number of multiemployer plans (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K), are impacted by contractual obligations under ABF Freight’s labor agreement primarily with the IBT and other related supplemental agreements.
 
ABF Freight operates in a highly competitive industry which consists predominantly of nonunion motor carriers. The Company’s nonunion competitors have a lower fringe benefit cost structure and less stringent labor work rules, and certain carriers also have lower wage rates for their freight‑handling and driving personnel. Wage and benefit concessions granted to certain union competitors also allow for a lower cost structure than that of ABF Freight. Under its collective bargaining agreement, ABF Freight continues to pay some of the highest benefit contribution rates in the industry. These benefit rates include contributions to multiemployer

38

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


plans, a portion of which are used to pay benefits to individuals who were never employed by ABF Freight. Information provided by a large multiemployer pension plan to which the Company contributes indicates that more than 50% of the plan’s benefit payments are made to retirees of companies that are no longer contributing employers.

During recent recessionary economic conditions, competitors with lower labor cost structures reduced their freight rates to gain market share. Despite pricing improvements ABF Freight has experienced since the second quarter of 2011, these competitive actions in recent years have limited ABF Freight’s ability to maintain or increase base freight rates to sufficient levels. ABF Freight has continued to address with the IBT the effect of ABF Freight’s wage and benefit cost structure on its operating results. The Company expects the combined effect of immediate cost reductions under the ABF NMFA, lower cost increases throughout the contract period, and increased flexibility in labor work rules, as previously discussed in this section of Results of Operations, to be crucial steps in more closely aligning ABF Freight’s labor cost structure with that of its competitors.

Freight Transportation Segment: ABF Freight Results – 2013 Compared to 2012

The Freight Transportation segment represents the operations of ABF Freight. The following table sets forth a summary of operating expenses and operating income (loss) as a percentage of revenue for ABF Freight:

 
Year Ended December 31
 
2013
 
2012 (1)
ABF Freight Operating Expenses
 

 
 

Salaries, wages, and benefits
61.0
%
 
62.9
 %
Fuel, supplies, and expenses
18.9
%
 
19.4
 %
Operating taxes and licenses
2.5
%
 
2.5
 %
Insurance
1.2
%
 
1.2
 %
Communications and utilities
0.9
%
 
0.9
 %
Depreciation and amortization
4.1
%
 
4.6
 %
Rents and purchased transportation
10.3
%
 
9.2
 %
Pension settlement expense
0.1
%
 
—
 %
Other
0.4
%
 
0.5
 %
 
99.4
%
 
101.2
 %
ABF Freight Operating Income (Loss)
0.6
%
 
(1.2
)%
 
(1)
Certain reclassifications have been made to the prior year’s operating segment data and statistics to conform to the current year presentation, primarily the exclusion of the operating information related to the businesses providing ocean shipping solutions and transportation and warehouse management services from Freight Transportation operating information (see Organization of Information section of MD&A).


39

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


The following table provides a comparison of key operating statistics for ABF Freight:

 
Year Ended December 31
 
2013
 
2012 (1)
 
% Change
Workdays
251.5

 
252.0

 
 
Billed revenue (2)   per hundredweight, including fuel surcharges
$
27.94

 
$
27.90

 
0.1
 %
Pounds
6,304,083,944

 
6,096,672,861

 
3.4
 %
Pounds per day
25,065,940

 
24,193,146

 
3.6
 %
Shipments per DSY (3)   hour
0.471

 
0.473

 
(0.4
)%
Pounds per DSY  (3)   hour
640.73

 
641.87

 
(0.2
)%
Pounds per shipment
1,361

 
1,357

 
0.3
 %
Pounds per mile (4)
20.18

 
19.57

 
3.1
 %
 

(1)
Certain reclassifications have been made to the prior year’s operating segment data and statistics to conform to the current year presentation, primarily the exclusion of the operating information of the business providing transportation and warehouse management services from Freight Transportation key operating statistics (see Organization of Information section of MD&A).
(2)
Revenue for undelivered freight is deferred for financial statement purposes in accordance with ABF Freight’s 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. Billed revenue has been adjusted to exclude intercompany revenue that is not related to freight transportation services.
(3)
Dock, street, and yard (“DSY”) measures are further discussed in ABF Freight’s Operating Expenses within this section of ABF Freight Results. ABF Freight uses shipments per DSY hour to measure labor efficiency in ABF Freight’s local operations, although total pounds per DSY hour is also a relevant measure when the average shipment size is changing.
(4)
Total pounds per mile is used by ABF Freight to measure labor efficiency of its linehaul operations, although this metric is influenced by other factors including freight density, loading efficiency, average length of haul, and the degree to which rail service is used.
 
ABF Freight Revenues
ABF Freight’s revenues for the year ended December 31, 2013 were $1,761.7 million, compared to $1,701.5 million reported in 2012, for an increase of 3.7% on a per‑day basis. The increase in revenue per day for 2013 compared to 2012 was due to a 3.6% increase in tonnage per day and a slight increase in total billed revenue per hundredweight, including fuel surcharges.

ABF Freight’s tonnage increase in 2013 compared to 2012 was primarily attributable to the effect of a more stable economy in 2013, and compared favorably to year‑over‑year tonnage declines experienced in 2012 as previously discussed in the ABF Freight Overview within the Freight Transportation Segment section of Results of Operations. The tonnage growth in 2013 also reflects a 3.1% increase in the number of shipments along with strong growth in the regional markets (length of haul within 1,000 miles).

The slight increase in total billed revenue per hundredweight, including fuel surcharges, for 2013 compared to 2012 reflects a more cautious approach to account pricing in first quarter 2013 with a shift toward emphasizing yield improvement during the remainder of the year. In first quarter 2013, ABF Freight experienced a year‑over‑year decrease in billed revenue per hundredweight, including fuel surcharges, of 2.4% as it focused on retention of customer accounts during the seasonally slower months. The year‑over‑year decrease in billed revenue per hundredweight, including fuel surcharges, narrowed to 0.1% in second quarter 2013, followed by increases of 0.7% and 2.3% in the third and fourth quarter of 2013, respectively, as ABF Freight increased its focus on account profitability during the second half of 2013.

Effective May 28, 2013 and June 25, 2012, ABF Freight implemented nominal general rate increases on its LTL base rate tariffs of 5.9% and 6.9%, respectively, although the amounts vary by lane and shipment characteristics. For 2013, prices on accounts subject to annually negotiated contracts which were renewed during the period increased an average of approximately 4% compared to the same period of 2012.

The year‑over‑year increase in total billed revenue per hundredweight, including fuel surcharges, for 2013 was impacted by the general rate increases and improvements in contractual and deferred pricing agreements, offset in part by changes in fuel surcharges and freight profile, including pounds per shipment, freight density, length of haul, and customer and geographic mix. Excluding changes in fuel surcharges, freight profile, and account mix, average pricing on ABF Freight’s traditional LTL business was slightly higher in 2013 compared to 2012. The year‑over‑year change in total billed revenue per hundredweight, including fuel surcharges, for 2013 was also impacted by comparison to an improved pricing measure experienced in 2012 versus the prior year. The ABF

40

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Freight Overview within the Freight Transportation Segment section of Results of Operations includes additional information regarding the pricing environment and fuel surcharge revenue.

ABF Freight Operating Income (Loss)
ABF Freight generated operating income of $10.0 million in 2013 compared to an operating loss of $19.8 million in 2012. ABF Freight’s 2013 operating ratio improved to 99.4% from 101.2% in 2012. The improvement in ABF Freight’s operating ratio for 2013 reflects the cost reductions associated with the new collective bargaining agreement that was implemented on November 3, 2013 and the effect of revenue growth, as a portion of operating costs are fixed in nature and decrease, as a percent of revenue, with increases in revenue levels including fuel surcharges. ABF Freight’s ability to further improve its operating ratio is impacted by managing its cost structure (as discussed in Labor Costs of the ABF Freight Overview within the Freight Transportation Segment section of Results of Operations) as well as securing price increases to cover contractual wage and benefit rate increases, costs of maintaining customer service levels, and other inflationary increases in cost elements. ABF Freight’s operating ratio was also impacted by changes in operating expenses as discussed in the following paragraphs.

ABF Freight Operating Expenses
Labor costs, which are reported in operating expenses of the Freight Transportation segment as salaries, wages, and benefits, amounted to 61.0% and 62.9% of ABF Freight’s revenue for 2013 and 2012, respectively. Portions of salaries, wages, and benefits are fixed in nature and decrease as a percent of revenue with increases in revenue levels including fuel surcharges. The decrease in labor costs as a percentage of revenue was also due in part to the impact of the following items. The decrease in labor costs as a percentage of revenue reflects the impact of the one‑week reduction in annual compensated vacation for contractual employees which was effective upon the November 3, 2013 implementation of the ABF NMFA. Furthermore, the expense decrease as a percentage of revenue was impacted by the comparison to higher workers’ compensation costs experienced in 2012 due to unfavorable development of claims, while 2013 costs were in line with the ten‑year historical average. As previously discussed in the Consolidated Results section of Results of Operations, the curtailment of the Company’s nonunion defined benefit pension plan due to the plan freeze effective July 1, 2013 resulted in a decrease in nonunion pension expense for the second half of 2013, which was partially offset by accrued discretionary contributions under the nonunion defined contribution plan. The net decrease in salaries, wages, and benefits expense related to these benefit plan changes was $4.2 million, or 0.2% as a percentage of revenue, for the year ended December 31, 2013 versus 2012.

Because of the negotiation process for ABF Freight’s new collective bargaining agreement, contractual wage rates did not change on April 1, 2013, but decreased 7% effective November 3, 2013 upon implementation of the ABF NMFA. The health, welfare, and pension benefit contribution rate increases under the ABF NMFA were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. For subsequent years through the March 31, 2018 expiration of the agreement, the combined contractual wage and benefit contribution rate is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis.

Although ABF Freight manages costs with business levels, portions of salaries, wages, and benefits are fixed in nature and the adjustments which would otherwise be necessary to align the labor cost structure throughout the ABF Freight system to corresponding tonnage levels are limited as ABF Freight maintains customer service. The challenges of adjusting the cost structure are evidenced by the productivity measures in the previous table, including decreases in shipments per DSY hour and pounds per DSY hour of 0.4% and 0.2%, respectively. These productivity measures reflect the impact of unfavorable changes in customer account profile and mix. Pounds per mile increased 3.1%, while shipment size increased 0.3%, reflecting improved linehaul management and increased rail utilization.

Fuel, supplies, and expenses as a percentage of revenue decreased 0.5% in 2013 compared to 2012, primarily due to lower fuel costs. The decline in fuel costs reflects the effect of an increase in rail utilization, improved management of equipment repositioning, and lower fuel prices. ABF Freight’s average fuel price per gallon, excluding taxes, decreased 1.6% for 2013 compared to 2012.

Depreciation and amortization as a percentage of revenue decreased 0.5% in 2013 compared to 2012, primarily related to the timing of acquiring revenue equipment (tractors and trailers) replacements. The Company’s 2013 capital expenditure plan was highly dependent upon the terms of the collective bargaining agreement with the IBT for the contract period subsequent to March 31, 2013 which was not implemented until November 3, 2013. Accordingly, ABF Freight’s purchases of revenue equipment were at significantly lower levels during 2013. As existing revenue equipment is held for longer periods, ABF Freight has and may continue to incur increased expenditures for maintenance costs.


41

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Rents and purchased transportation as a percentage of revenue increased by 1.1% in 2013 compared to 2012, primarily attributable to higher rail utilization, including associated fuel surcharges. Rail miles increased from 14.4% in 2012 to 15.7% in 2013. The increase in rents and purchased transportation as a percentage of revenue can also be attributed to an increase in amounts paid to other service providers and agents in order to meet customer requirements, including fuel surcharges associated with these services.

Freight Transportation Segment: ABF Freight Results – 2012 Compared to 2011

The Freight Transportation segment represents the operations of ABF Freight. The following table sets forth a summary of operating expenses and operating income (loss) as a percentage of revenue for ABF Freight:

 
Year Ended December 31
 
2012 (1)
 
2011 (1)
ABF Freight Operating Expenses
 

 
 

Salaries, wages, and benefits
62.9
 %
 
61.8
%
Fuel, supplies, and expenses
19.4
 %
 
19.4
%
Operating taxes and licenses
2.5
 %
 
2.7
%
Insurance
1.2
 %
 
1.4
%
Communications and utilities
0.9
 %
 
0.9
%
Depreciation and amortization
4.6
 %
 
4.1
%
Rents and purchased transportation
9.2
 %
 
9.0
%
 
 
 
 
Pension settlement expense
—
 %
 
0.1
%
Other
0.5
 %
 
0.4
%
 
101.2
 %
 
99.8
%
ABF Freight Operating Income (Loss)
(1.2
)%
 
0.2
%
 
(1)
Certain reclassifications have been made to the operating segment data and statistics to conform to the 2013 presentation, primarily the exclusion of the operating information related to the businesses providing ocean shipping solutions and transportation and warehouse management services from Freight Transportation operating information (see Organization of Information section of MD&A).


42

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


The following table provides a comparison of key operating statistics for ABF Freight:
 
Year Ended December 31
 
2012 (1)
 
2011 (1)
 
% Change
Workdays
252.00

 
252.00

 
 

Billed revenue (2)  per hundredweight, including fuel surcharges
$
27.90

 
$
26.79

 
4.1
 %
Pounds
6,096,672,861

 
6,389,652,596

 
(4.6
)%
Pounds per day
24,193,146

 
25,355,764

 
(4.6
)%
Shipments per DSY (3)  hour
0.473

 
0.482

 
(1.9
)%
Pounds per DSY (3)   hour
641.87

 
648.93

 
(1.1
)%
Pounds per shipment
1,357

 
1,347

 
0.7
 %
Pounds per mile (4)
19.57

 
19.54

 
0.2
 %
 

(1)
Certain reclassifications have been made to the operating segment data and statistics to conform to the 2013 presentation, primarily the exclusion of the operating information of the business providing transportation and warehouse management services from Freight Transportation key operating statistics (see Organization of Information section of MD&A).
(2)
Revenue for undelivered freight is deferred for financial statement purposes in accordance with ABF Freight’s 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. Billed revenue has been adjusted to exclude intercompany revenue that is not related to freight transportation services.
(3)
Dock, street, and yard (“DSY”) measures are further discussed in ABF Freight’s Operating Expenses within this section of ABF Freight Results. ABF Freight uses shipments per DSY hour to measure labor efficiency in ABF Freight’s local operations, although total pounds per DSY hour is also a relevant measure when the average shipment size is changing.
(4)
Total pounds per mile is used by ABF Freight to measure labor efficiency of its linehaul operations, although this metric is influenced by other factors including freight density, loading efficiency, average length of haul, and the degree to which rail service is used.

ABF Freight Revenues
ABF Freight’s revenues for the year ended December 31, 2012 were $1,701.5 million, compared to $1,714.2 million reported in 2011, for a decrease of 0.8% on a per‑day basis. The decrease in revenues per day for 2012 compared to 2011 was due to a 4.6% decrease in tonnage per day, partially offset by a 4.1% increase in total billed revenue per hundredweight, including fuel surcharges.

ABF Freight’s tonnage decline in 2012 compared to 2011 was primarily attributable to initiatives to improve account profitability, the effect of weak general economic conditions, and comparison to significant year‑over‑year tonnage growth experienced in the 2011 periods as previously discussed in the ABF Freight Overview within the Freight Transportation Segment section of Results of Operations. The tonnage decline for 2012 also reflects a decrease in the number of shipments. ABF Freight experienced quarterly year‑over‑year tonnage decreases on a per day basis of 10.6%, 6.3%, and 1.3% in each of the first, second, and third quarters of 2012, respectively, with an increase in tonnage on a per day basis of 0.5% in the fourth quarter of 2012 versus the same prior year period.

Effective June 25, 2012 and July 25, 2011, ABF Freight implemented nominal general rate increases on its LTL base rate tariffs of 6.9%, although the amounts vary by lane and shipment characteristics. For 2012, prices on accounts subject to annually negotiated contracts which were renewed during the period increased an average of approximately 4% compared to the same period of 2011.

The increase in total billed revenue per hundredweight for 2012 compared to 2011 was impacted by substantial retention of the general rate increases and improvements in contractual and deferred pricing agreements, as well as the initiatives management has taken to increase pricing on underperforming accounts. The increase in total billed revenue per hundredweight for 2012 was also impacted by changes in fuel surcharges and freight profile, including rated class, pounds per shipment, freight density, length of haul, and customer and geographic mix. Excluding changes in fuel surcharges, freight profile, and account mix, average pricing on ABF Freight’s traditional LTL business experienced a low‑ to mid‑single digit percentage increase in 2012 compared to 2011.

ABF Freight experienced a year‑over‑year increase in billed revenue per hundredweight, including fuel surcharges, of 11.4%, 4.5%, and 1.3%, in the first, second, and third quarter of 2012, respectively, and the fourth quarter measure was consistent with the same period of 2011. The sequential decline in year‑over‑year comparisons reflects pricing improvements implemented in the second half of 2011 combined with a more cautionary approach to account pricing in late 2012 focused on retention of customer accounts during the months of seasonally lower volume.


43

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


ABF Freight Operating Income (Loss)
ABF Freight generated an operating loss of $19.8 million in 2012 compared to operating income of $3.9 million in 2011. ABF Freight’s 2012 operating ratio deteriorated to 101.2% from 99.8% in 2011. The impact of recessionary and uncertain economic conditions during recent periods on tonnage and industry pricing levels continued to have a significant influence on operating results in 2012. Although pricing improved during 2012, ABF Freight’s operating ratio was impacted by challenges in managing its cost structure (as discussed in Labor Costs of the ABF Freight Overview within the Freight Transportation Segment section of Results of Operations) as well as securing price increases to cover contractual wage and benefit rate increases, costs of maintaining customer service levels, and other inflationary increases in cost elements. ABF Freight’s operating ratio was also impacted by changes in operating expenses as discussed in the following paragraphs.

ABF Freight Operating Expenses
Salaries, wages, and benefits amounted to 62.9% and 61.8% of ABF Freight’s revenue for 2012 and 2011, respectively. Portions of salaries, wages, and benefits are fixed in nature and increase, as a percent of revenue, with decreases in revenue levels including fuel surcharges.

The 1.1% increase in labor costs as a percentage of revenue also reflects higher contractual wage and benefit costs related to ABF Freight’s union workforce under the ABF NMFA. The annual contractual wage increases effective primarily on April 1, 2012 and 2011 averaged 1.9% and 1.7%, respectively. The health, welfare, and pension benefit contribution rates for contractual employees increased an average of 3.6% and 3.8%, effective primarily on August 1, 2012 and 2011, respectively.

For 2012, the challenges of adjusting the labor cost structure throughout the ABF Freight system to correspond with lower tonnage levels were evidenced by the productivity measures in the previous table, including decreases in shipments per DSY hour and pounds per DSY hour of 1.9% and 1.1%, respectively, and only slight improvement in pounds per mile while shipment size increased 0.7%. These productivity measures also reflect the impact of unfavorable changes in customer account profile and mix.

The increase in salaries, wages, and benefits as a percentage of revenues for 2012 compared to 2011 was also impacted by other items that did not change in accordance with business levels, including investments in additional sales and customer service personnel and information technology, and an increase in nonunion pension and retirement expenses.

Depreciation and amortization as a percentage of revenue increased 0.5% compared to 2011, due primarily to the timing of replacing road tractors and trailers, combined with higher per unit costs. In addition, a portion of these costs are fixed in nature when maintaining customer service levels and increase, as a percentage of revenue, with decreases in revenue levels.

Non‑Asset‑Based Reportable Operating Segments

Throughout 2013 and 2012, the Company invested resources in the continuing development of a plan for future growth and expansion of logistics services. The acquisition of Panther on June 15, 2012 was a key component of the Company’s strategy to offer customers more end‑to‑end logistics solutions and expertise in response to their complex supply chain and unique shipping needs. Effective July 1, 2013, the Company formed the Domestic & Global Transportation Management segment, which operates as ABF Logistics, Inc. (“ABF Logistics“), in a strategic alignment of the sales and operations functions of the Company’s logistics businesses. By building the non‑asset‑based operating segments as a strong foundation of logistics and other transportation‑related business solutions, the Company is better positioned to serve the changing marketplace in ABF Freight’s traditional markets and in premium markets that offer opportunities for higher margins. (See descriptions of the non‑asset‑based operating segments in Note N to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.)
 
For the year ended December 31, 2013, the combined revenues of the Company’s non‑asset‑based segments totaled $571.8 million, accounting for 25% of 2013 total revenues before other revenues and intercompany eliminations.
 


44

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Premium Logistics & Expedited Freight Services
The Premium Logistics & Expedited Freight Services segment, which represents the operations of Panther, generated operating income of $7.0 million on revenues of $246.8 million for the year ended December 31, 2013. The segment generated operating income of $2.4 million on revenues of $132.3 million from the June 15, 2012 acquisition date through December 31, 2012. The segment experienced year‑over‑year demand and margin improvements in the second half of 2013 resulting in an $11.7 million, or 9.6%, increase in revenues and a $4.4 million increase in operating income versus the same period in 2012. For 2013 and for the period in 2012 since the acquisition date, Panther’s operating expenses included $8.7 million and $4.8 million of depreciation and amortization of software and intangible assets that were acquired in the initial purchase of the business in June 2012. Panther’s 2013 results have also been impacted by investments made in sales and service locations for future growth which have begun to yield positive results.

Domestic & Global Transportation Management
Domestic & Global Transportation Management revenues, which totaled $105.2 million, $66.4 million, and $42.0 million in 2013, 2012, and 2011, respectively, increased 58.4% in 2013 compared to 2012, and 58.3% in 2012 compared to 2011. The increases in revenues were driven by higher shipments managed for transportation brokerage, ocean container transport services, and related warehouse management services, reflecting an expanded customer base. For 2013 and 2012, Domestic & Global Transportation Management reported operating income of $3.0 million compared to $1.6 million in 2011. The year‑over‑year operating income comparisons relative to sales growth were impacted by incremental operating costs of investments in personnel and technology to support future growth, higher costs related to unfavorable claims experience, and changes in intercompany cost allocations. As previously discussed, the Domestic & Global Transportation Management segment was formed in third quarter 2013. The measurement of operating income for the Domestic & Global Transportation Management operating segment was changed beginning in 2013 to include certain intercompany cost allocations. While it is impracticable to recalculate the cost allocations for all prior year periods, management estimated such amounts to be approximately $0.6 million in 2012 and $0.3 million in 2011. If the segment information was presented on a comparable basis for all periods, Domestic & Global Transportation Management operating expenses would increase by $0.6 million in 2012 and $0.3 million in 2011 with corresponding decreases in operating income for those years, and Freight Transportation operating expenses would decrease by the same amounts with corresponding increases in operating income for those years.

Emergency & Preventative Maintenance
Emergency & Preventative Maintenance revenues, which totaled $137.5 million, $116.0 million, and $92.6 million in 2013, 2012, and 2011, respectively, increased 18.6% in 2013 compared to 2012 and 25.3% in 2012 compared to 2011. The revenue growth was impacted by an increase in customer emergency and maintenance service events, which were generated from both the addition of new customers and expanded service to existing customers. Operating income increased to $3.3 million in 2013 from $1.9 million in 2012, attributable primarily to the event‑driven revenue increase. Operating income decreased to $1.9 million in 2012 from $3.0 million in 2011, primarily due to an increase in operating expenses related to planned investments in sales personnel, information technology, and operations to provide for continued business expansion.

Household Goods Moving Services
Revenues of the Household Goods Moving Services segment totaled $82.2 million, $77.6 million, and $85.6 million in 2013, 2012, and 2011, respectively. The 5.9% increase in revenues in 2013 compared to 2012 primarily reflects a higher level of consumer shipments managed and the effect of the May 31, 2013 acquisition of a privately‑owned logistics company (see Note D to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). Revenues decreased 9.3% in 2012 compared to 2011, attributable to a 7.6% decrease in total shipments managed as a result of pricing initiatives, the effect of reduced military‑related moves, and comparison to significant shipment growth experienced in 2011. Household Goods Moving Services’ operating income increased to $1.9 million in 2013 from $0.7 million in 2012, due primarily to increased shipment volume. Operating income decreased $2.0 million in 2012 from 2011 due to lower revenues combined with planned incremental investment in customer support and operations, including information technology development and supply chain personnel to provide for continued business expansion.


45

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”)
On a combined basis, the non‑asset‑based segments generated $28.0 million, $15.1 million, and $8.6 million of EBITDA for the years ended December 31, 2013, 2012, and 2011, respectively. The year‑over‑year increases in 2013 and 2012 EBITDA were primarily driven by the Premium Logistics & Expedited Freight Services operations, with each of the non‑asset‑based segments generating positive EBITDA for each year presented.
 
 
Year Ended December 31
 
2013

Operating Income (1)

Depreciation and
Amortization (2)

EBITDA
 
(in thousands)
Premium Logistics & Expedited Freight Services
$
6,956

 
$
10,516

 
$
17,472

Domestic & Global Transportation Management
2,973

 
640

 
3,613

Emergency & Preventative Maintenance
3,274

 
540

 
3,814

Household Goods Moving Services
1,850

 
1,247

 
3,097

Total non‑asset‑based segments
$
15,053

 
$
12,943

 
$
27,996

 
Year Ended December 31
 
2012

Operating Income (1)

Depreciation and
Amortization (2)

EBITDA
 
(in thousands)
Premium Logistics & Expedited Freight Services
$
2,402

 
$
5,438

 
$
7,840

Domestic & Global Transportation Management
3,013

 
364

 
3,377

Emergency & Preventative Maintenance
1,935

 
497

 
2,432

Household Goods Moving Services
692

 
769

 
1,461

Total non‑asset‑based segments
$
8,042

 
$
7,068

 
$
15,110

 
Year Ended December 31
 
2011

Operating Income (1)

Depreciation and
Amortization (2)

EBITDA
 
(in thousands)
Domestic & Global Transportation Management
$
1,562

 
$
197

 
$
1,759

Emergency & Preventative Maintenance
2,982

 
476

 
3,458

Household Goods Moving Services
2,718

 
645

 
3,363

Total non‑asset‑based segments
$
7,262

 
$
1,318

 
$
8,580


(1)
The calculation of EBITDA as presented begins with Operating Income, as Other Income (Expense) and Income Taxes are reported at the consolidated level and not included in the segment financial information evaluated by management to make operating decisions.
(2)
For the Premium Logistics & Expedited Freight Services segment, Depreciation and Amortization includes amortization of acquired intangibles in 2013 and 2012 of $4.2 million and $2.3 million, respectively, and amortization of acquired software in 2013 and 2012 of $4.5 million and $2.5 million, respectively (see Note E to the Company’s consolidated financial statements included in Part II, Item 5 of this Annual Report on Form 10‑K).

Management believes 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. The EBITDA measure is particularly meaningful in evaluating the results of the Premium Logistics & Expedited Freight Services segment due to the significant amount of intangible and software amortization costs included in the segment’s operating results. However, 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.
 

46

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Seasonality

The Company’s operations are impacted by seasonal fluctuations. Seasonal fluctuations affect tonnage and shipment levels of the Freight Transportation and Domestic & Global Transportation Management segments. Earnings are adversely affected by the impact of inclement weather conditions on the freight shipments and operating costs of these segments. The second and third calendar quarters of each year usually have the highest tonnage levels, while the first quarter generally has the lowest, although other factors, including the state of the economy, may influence quarterly freight tonnage levels.

Expedited shipments of the Premium Logistics & Expedited Freight Services segment may decline during winter months because of post‑holiday slowdowns but can be subject to short‑term increases depending on the impact of weather disruptions to customers’ supply chains. Plant shutdowns during summer months may affect shipments for automotive and manufacturing customers of the Premium Logistics & Expedited Freight Services segment, but severe weather events can result in higher demand for expedited services.
 
Emergency roadside service events of the Emergency & Preventative Maintenance segment are favorably impacted by severe weather conditions that affect commercial vehicle operations, and the segment’s results of operations will be influenced by the variation in service event volume.
 
Business levels of the Household Goods Moving Services segment are generally higher in the second and third quarters as the demand for moving services is typically higher in the summer months.

Effects of Inflation

Generally, inflationary increases in labor and fuel costs, which are discussed in the Freight Transportation Segment section of Results of Operations as they relate to ABF Freight’s operations, have historically been mostly offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences ABF Freight’s ability to obtain increases in base freight rates. In addition, certain nonstandard arrangements with some of ABF Freight’s customers have limited the amount of fuel surcharge recovered. In periods with declining fuel surcharge levels, the timing and extent of base price increases on ABF Freight’s revenues may not correspond with contractual increases in wage rates and other inflationary increases in cost elements and, as a result, could adversely impact the Company’s operating results.

In addition, partly as a result of inflationary pressures, ABF Freight’s revenue equipment (tractors and trailers) will likely continue to be replaced at higher costs, which could result in higher depreciation charges on a per‑unit basis. In recent periods, ABF Freight has also experienced increased costs of operating its revenue equipment, including costs of maintenance and parts. ABF Freight considers these costs in setting its pricing policies, although the overall freight rate structure is governed by market forces based on value provided to the customer. The pricing environment has been very competitive during the recent recessionary and uncertain economic conditions and, although ABF Freight’s base LTL pricing improved during 2013 compared to 2012, the lengthy process required to restore profitable pricing levels has limited ABF Freight’s ability to offset inflationary and contractual cost increases.
 
Generally, inflationary increases in labor and operating costs regarding the Company’s non‑asset‑based reportable segments have historically been offset through price increases, although the pricing environment generally becomes more competitive during economic downturns.
 
In addition to general effects of inflation, the motor carrier freight transportation industry faces rising costs related to compliance with government regulations on safety, equipment design and maintenance, driver utilization, emissions, and fuel economy.
 

47

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Current Economic Conditions
 
Given the economic conditions of recent years and the uncertainties regarding the potential impact on the Company’s business, primarily in the Freight Transportation and the Premium Logistics & Expedited Freight Services segments, there can be no assurance that the Company’s estimates and assumptions regarding the pricing environment and economic conditions made for purposes of impairment tests related to operating assets and deferred tax assets will prove to be accurate. Panther, which constitutes the Premium Logistics & Expedited Freight Services segment, is evaluated as a separate reporting unit for the impairment assessment of goodwill and intangible assets. If the Company’s assumptions regarding forecasted cash flows and revenue and operating income growth rates are revised, it is possible that a goodwill or intangible asset impairment test may be triggered and may result in a material non‑cash write‑off of a significant portion of Panther’s goodwill and intangible assets, which would have an adverse effect on the Company’s financial condition and operating results.

Environmental and Legal Matters
 
The Company’s subsidiaries store fuel for use in tractors and trucks in 65 underground tanks located in 20 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with these regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.
 
The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.
 
At December 31, 2013 and 2012, the reserve for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.9 million, which is included in accrued expenses in the consolidated balance sheets. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Concern over climate change, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other greenhouse gas emissions, and some form of federal, state, or regional climate change legislation is possible in the future. The Company is unable to determine with any certainty the effects of any future climate change legislation. However, emission‑related regulatory actions have historically resulted in increased costs of revenue equipment and diesel fuel, and future legislation, if passed, could result in increases in these and other costs. Significant increases in fuel prices or fuel taxes resulting from market or regulatory changes which are not offset by freight rate increases or fuel surcharges could have a material adverse impact on our results of operations. Increased regulation regarding greenhouse gas emissions, including diesel engine emissions, and/or total vehicle fuel economy, could impose substantial costs on the Company that may adversely impact the results of operations. The Company may also be subject to additional requirements related to customer‑led initiatives or their efforts to comply with environmental programs. Until the timing, scope, and extent of any future regulation or customer requirements become known, management cannot predict the effect on the Company’s cost structure or operating results.
 
The Company is involved in various legal actions, the majority of which arise in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self‑insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self‑insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.
 

48

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Information Technology and Cybersecurity
 
The Company depends on the proper functioning and availability of its information systems, including communications and data processing systems, in operating its business. These systems consist of proprietary software programs that are integral to the efficient operation of the Company’s business. It is important that the data processed by these systems remain confidential, as it often includes competitive customer information, confidential customer transaction data, employee records, and key financial and operational results and statistics. Portions of the Company’s business utilize information systems that provide critical services to both our employees and our customers. Cyber incidents that impact the availability, reliability, speed, accuracy, or other proper functioning of these systems could have a significant impact on the Company’s operating results. Certain of the Company’s software applications are utilized by third parties who provide certain outsourced administrative functions, which may increase the risk of a cybersecurity incident. The Company’s information systems are protected through physical and software safeguards as well as backup systems considered appropriate by management. However, it is not practicable to protect against the possibility of power loss, telecommunications failures, cybersecurity attacks, and similar events in every potential circumstance that may arise. To mitigate the potential for such occurrences at our corporate headquarters, we have implemented various systems, including redundant telecommunication facilities; replication of critical data to an offsite center; a fire suppression system to protect our on‑site data center; and electrical power protection and generation facilities. We have a catastrophic disaster recovery plan and alternate processing capability which is designed so that most critical data processes should be fully operational within 48 hours. This plan provides for basic operations within 48 hours of a catastrophe that renders our corporate headquarters unusable.
 
The Company’s business interruption insurance, which would offset losses up to certain coverage limits in the event of a catastrophe, would not specifically extend to losses arising from a cyber incident. A significant cyber incident, including system failure, security breach, disruption by malware, or other damage, could interrupt or delay the Company’s operations, damage its reputation, and cause a loss of customers. The Company has experienced incidents involving attempted denial of service, malware attacks, and other events which were intended or may have been intended to disrupt information systems, wrongfully obtain valuable information, or cause other types of malicious events that could have resulted in harm to the Company’s business. To date, the systems employed by the Company have been effective in identifying these types of events at a point when the impact on the Company’s business could be minimized. The Company has made and continues to make significant financial investment in technologies and processes to mitigate these risks. Management is not aware of any cybersecurity incident that has had a material effect on the Company’s operations, although there can be no assurances that a cyber incident that could have a material impact to the Company could not occur.

LIQUIDITY AND CAPITAL RESOURCES
 
The Company’s primary sources of liquidity are unrestricted cash, cash equivalents, and short‑term investments, cash generated by operations, and borrowing capacity under its credit agreement or accounts receivable securitization program.
 

49

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Cash Flow and Short‑Term Investments
 
Components of cash and cash equivalents and short‑term investments were as follows:
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands)
Cash and cash equivalents (1)
$
105,354

 
$
90,702

 
$
141,295

Short‑term investments, primarily FDIC‑insured certificates of deposit
35,906

 
29,054

 
33,960

Total unrestricted
141,260

 
119,756

 
175,255

Restricted cash, cash equivalents, and short‑term investments (2)
1,902

 
9,658

 
52,693

Total (3)
$
143,162

 
$
129,414

 
$
227,948


(1)
Cash equivalents consist of money market funds and variable rate demand notes.
(2)
Includes cash deposits in each year presented, certificates of deposit in 2012 and 2011, and money market funds in 2011. These funds were pledged as collateral for outstanding letters of credit and surety bonds in support of workers’ compensation and third‑party casualty claims liabilities (see Financing Arrangements within this section of MD&A).
(3)
Cash, variable rate demand notes, and certificates of deposit are recorded at cost plus accrued interest, which approximates fair value. Money market funds are recorded at fair value based on quoted prices. At December 31, 2013 and 2012, cash, cash equivalents, and certificates of deposit of $49.4 million and $53.8 million, respectively, were not FDIC insured.

2013 Compared to 2012
Unrestricted cash, cash equivalents, and short‑term investments increased $21.5 million from December 31, 2012 to December 31, 2013. The increase in unrestricted funds was impacted by a $7.8 million transfer of funds from restricted to unrestricted due to replacing the collateral requirement under the surety bond program with uncollateralized letters of credit under the accounts receivable securitization agreement. (The surety bond program and accounts receivable securitization agreement are discussed in the following Financing Arrangements section of Liquidity and Capital Resources).
 
Cash provided by operating activities in 2013 was $9.0 million above 2012 primarily due to improved operating results of ABF Freight. Contributions to the nonunion defined benefit pension plan, which have been reflected within operating cash flows, were relatively comparable totaling $17.8 million in 2013 and $18.0 million in 2012.

During 2013, cash provided by operations of $93.5 million was used to repay $43.2 million of long‑term debt related to the Term Loan (further described in the following Financing Arrangements section), capital leases, and notes payable; fund $24.2 million of capital expenditures net of proceeds from asset sales; fund the acquisition of a privately‑owned logistics company for net cash consideration of $4.1 million; and pay dividends of $3.2 million on Common Stock.
 
2012 Compared to 2011
Unrestricted cash, cash equivalents, and short‑term investments decreased $55.5 million from December 31, 2011 to December 31, 2012. The decrease in unrestricted funds was partially offset by the reduction in the collateral requirements under the Company’s letter of credit agreements and surety bond programs during 2012, which resulted in releasing the restrictions on $43.0 million of cash held as collateral.
 
Cash provided by operating activities decreased $16.3 million in 2012 compared to 2011 primarily due to $18.0 million of contributions made to the nonunion defined benefit pension plan in 2012 compared to no contributions made in 2011. The impact on cash provided by operating activities due to the decline in ABF Freight’s 2012 operating results was offset by changes in working capital primarily associated with lower business volumes at ABF Freight in 2012 versus 2011.
 
During 2012, cash provided by operations of $84.5 million and cash, cash equivalents, and short‑term investments on hand were used to fund $80.0 million of the Panther acquisition ($100.0 million of the purchase price was funded through the Term Loan); fund $30.9 million of capital expenditures net of proceeds from asset sales; repay $53.0 million of long‑term debt related to the Term Loan, capital leases, and notes payable; pay $7.2 million of bank overdrafts (representing checks issued that are later funded when cleared through banks); pay dividends of $3.2 million on Common Stock; and pay $1.5 million of financing fees. During 2012, ABF Freight financed the acquisition of $38.0 million of tractors through note payable arrangements.
 

50

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


2011 Compared to 2010
Unrestricted cash, cash equivalents, and short‑term investments increased $33.4 million from December 31, 2010 to December 31, 2011. Cash provided by operations increased $74.6 million in 2011 compared to 2010 primarily due to improved operating results of ABF Freight. Cash provided by operating activities during 2011 included net payments of federal and state income taxes of $0.6 million compared to net refunds of income taxes of $31.0 million during 2010. During 2011, cash provided by operations of $100.9 million was used to fund $46.2 million of capital expenditures related primarily to ABF Freight’s operations net of proceeds from asset sales; repay $16.1 million of long‑term debt related to capital leases and notes payable; acquire the outstanding 25% equity interest of the Household Goods Moving Services subsidiary, Albert Companies, Inc., for $4.1 million; and pay dividends of $3.2 million on Common Stock. ABF Freight financed the acquisition of $30.4 million of tractors through capital lease and note payable arrangements during 2011.
 
Financing Arrangements
 
Term Loan
The Company has a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions. Pursuant to the Credit Agreement, a five‑year, $100.0 million secured term loan (the “Term Loan”) was obtained to finance a portion of the cost of the acquisition of Panther (see Note D to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). The Credit Agreement also provides the Company with the right to request revolving commitments thereunder up to an aggregate amount of $75.0 million, subject to the satisfaction of certain additional conditions provided in the agreement; however, borrowings under the revolving commitments would replace borrowing capacity under the accounts receivable securitization program which is discussed within this Financing Arrangements section of Liquidity and Capital Resources. There have been no borrowings under the revolving commitments. The Term Loan is secured by a lien on certain of the Company’s assets and pledges of the equity interests in certain subsidiaries (with these assets and subsidiaries defined in the Credit Agreement). The Term Loan requires quarterly principal payments and monthly interest payments, with remaining amounts outstanding due upon the maturity date of June 15, 2017. Borrowings under the Term Loan can be repaid in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Term Loan allows for the election of the interest rate at a base rate or LIBOR plus a margin based on the adjusted leverage ratio, as defined, which is measured at the end of each fiscal quarter. The future payments due under the Term Loan are shown in the following Contractual Obligations section of Liquidity and Capital Resources, and the minimum principal payments due under the Term Loan are recorded in long‑term debt.
 
The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type including, but not limited to, a minimum fixed charge coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. As of December 31, 2013, the Company was in compliance with the covenants. For the reporting period ended December 31, 2013, the Company’s fixed charge coverage ratio was 2.21 to 1.0, compared to the minimum ratio required by the Credit Agreement of 1.25 to 1.0.

Accounts Receivable Securitization Program
The Company has an accounts receivable securitization program with PNC Bank which provides for cash proceeds of an amount up to $75.0 million. Under this program, which matures on June 15, 2015, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy‑remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Advances under the facility bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of December 31, 2013 the Company was in compliance with the covenants. There have been no borrowings under this facility.
 
The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third‑party casualty claims liabilities in various states in which the Company is self‑insured. The outstanding standby letters of credit reduce the availability of borrowings under the facility. As of December 31, 2013, standby letters of credit of $20.3 million have been issued under the facility, which reduced the available borrowing capacity to $54.7 million. Certain proposed regulations applicable to financial institutions, if enacted, could affect the future availability of funds under the accounts receivable securitization program or significantly increase the Company’s costs to maintain or borrow against the facility.

51

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Letter of Credit Agreements and Surety Bond Programs
The Company has agreements with certain financial institutions to provide collateralized facilities for the issuance of letters of credit (“LC Agreements”). These financial institutions issue letters of credit on behalf of the Company primarily in support of the self‑insurance program discussed in the previous Accounts Receivable Securitization Program section. The LC Agreements contain no financial ratios or financial covenants which the Company is required to maintain. The LC Agreements generally require cash or short‑term investments to be pledged as collateral for outstanding letters of credit. As of December 31, 2013, the Company had $22.8 million of letters of credit outstanding (including $20.3 million issued under the accounts receivable securitization program previously described), of which $1.9 million were collateralized by restricted cash under the LC Agreements. The Company had up to $58.1 million available as of December 31, 2013 for issuance of letters of credit, subject to the Company’s compliance with the requirements of issuance.
 
The Company has programs in place with multiple surety companies for the issuance of partially secured or unsecured surety bonds in support of the self‑insurance program previously discussed. As of December 31, 2013, surety bonds outstanding related to the collateralized self‑insurance program which totaled $12.7 million were collateralized by letters of credit of $3.8 million issued under the previously described accounts receivable securitization program. Under separate uncollateralized bond programs, surety bonds outstanding related to the Company’s self‑insurance program totaled $43.8 million as of December 31, 2013.

Notes Payable and Capital Leases
ABF Freight has financed the purchase of certain revenue equipment (tractors and trailers primarily used in ABF Freight’s operations) through promissory note arrangements. The promissory notes specify the terms of the arrangements, including the monthly payment and interest rates. The future payments due under the notes payable arrangements are shown in the following Contractual Obligations section of Liquidity and Capital Resources, and the minimum principal payments under the notes payable are recorded in long‑term debt. The Company did not enter into any new promissory note arrangements in 2013.
 
The Company has financed revenue equipment, real estate, and certain other equipment through capital lease agreements. The capital lease agreements specify the terms of the arrangements, including the monthly base rent and interest rates. The present values of net minimum lease payments are recorded in long‑term debt.
 
The Company will consider utilizing promissory note and capital lease arrangements to finance future purchases of certain revenue equipment, provided such financing is available and the terms are acceptable to the Company.
 
Contractual Obligations
 
The following table provides the aggregate annual contractual obligations of the Company as of December 31, 2013:
 
 
Payments Due by Period
 
Total
 
Less Than
1 Year
 
1–3
Years
 
3–5
Years
 
More Than
5 Years
 
(in thousands)
Balance sheet obligations:
 

 
 

 
 

 
 

 
 

Term Loan, including interest (1)
$
88,896

 
$
15,178

 
$
36,816

 
$
36,902

 
$
—

Notes payable, including interest  (2)
22,594

 
15,561

 
7,033

 
—

 
—

Capital lease obligations, including interest (2)
7,548

 
2,920

 
3,931

 
445

 
252

Postretirement health expenditures (3)
8,223

 
610

 
1,375

 
1,618

 
4,620

Deferred salary distributions (4)
7,642

 
975

 
1,693

 
1,134

 
3,840

Supplemental benefit distributions (5)
8,277

 
—

 
1,235

 
—

 
7,042

Voluntary savings plan distributions (6)
3,063

 
532

 
212

 
193

 
2,126

Off‑balance sheet obligations:
 

 
 

 
 

 
 

 
 

Operating lease obligations  (7)
60,381

 
14,513

 
20,348

 
12,384

 
13,136

Purchase obligations  (8)
58,297

 
45,909

 
6,503

 
5,885

 
—

Total
$
264,921

 
$
96,198

 
$
79,146

 
$
58,561

 
$
31,016



52

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


(1) Represents payments under the Term Loan discussed in the Financing Arrangements section of Liquidity and Capital Resources. The five‑year, $100.0 million secured Term Loan matures on June 15, 2017 and is being repaid in quarterly installments. The future payments due under the Term Loan are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin. The principal outstanding as of December 31, 2013 totaled $83.8 million.

(2) Notes payable and capital lease obligations relate primarily to revenue equipment, as discussed in the Financing Arrangements section of Liquidity and Capital Resources. The future minimum rental commitments of lease obligations are presented exclusive of executory costs such as insurance, maintenance, and taxes. The capital lease agreements contain rental adjustment clauses for which the maximum amounts have been included in the contractual obligations presented.

(3)    The Company sponsors an insured postretirement health benefit plan that provides supplemental medical benefits and vision care to certain officers of the Company and certain subsidiaries (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). Projected payments presented represent estimated payments, net of retiree premiums, related to postretirement health benefits for the next ten years. These projected amounts are subject to change based upon increases and other changes in premiums and medical costs and continuation of the plan for current participants. Postretirement health benefit plan liabilities accrued in the consolidated balance sheet totaled $16.3 million as of December 31, 2013.

(4)    The Company has deferred salary agreements with certain employees of the Company (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). The projected deferred salary agreement distributions are subject to change based upon assumptions for projected salaries and retirements, deaths, disabilities, or early retirements of current employees. Liabilities for deferred salary agreements accrued in the consolidated balance sheet totaled $5.2 million as of December 31, 2013.

(5)    The Company has an unfunded supplemental benefit plan (“SBP”) for the purpose of supplementing benefits under the nonunion defined benefit pension plan for certain executive officers of the Company and certain subsidiaries (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). The amounts and dates of distributions in future periods are dependent upon actual retirement dates of eligible officers and other events and factors. SBP liabilities accrued in the consolidated balance sheet totaled $7.1 million as of December 31, 2013.

(6)    The Company maintains a Voluntary Savings Plan (“VSP”), a nonqualified deferred compensation plan for the benefit of certain executives of the Company and certain subsidiaries (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). As of December 31, 2013, VSP related assets totaling $3.1 million were included in other assets with a corresponding amount recorded in other liabilities. Elective distributions anticipated under this plan are presented. Future distributions are subject to change for retirement, death, or disability of current employees.

(7)    While the Company owns the majority of its larger terminals and distribution centers, certain facilities and equipment are leased. As of December 31, 2013, the Company had future minimum rental commitments totaling $58.6 million for facilities and $1.8 million for equipment. The future minimum rental commitments are presented exclusive of executory costs such as insurance, maintenance, and taxes.

(8)    Purchase obligations include purchase orders or authorizations to purchase and binding agreements relating to revenue equipment, other equipment, and other items for which amounts were not accrued in the consolidated balance sheet as of December 31, 2013.

Based upon currently available actuarial information, which is subject to change based upon completion of the 2014 actuarial valuation of the plan, the Company does not expect to have cash outlays for required minimum contributions to its nonunion defined benefit pension plan in 2014. The plan had an adjusted funding target attainment percentage (“AFTAP”) of 102.7% as of the January 1, 2013 valuation date. The AFTAP is determined by measurements prescribed by the U.S. Internal Revenue Code (the “IRC”), which differ from the funding measurements for financial statement reporting purposes. As of December 31, 2013, the nonunion defined benefit pension plan was 98.1% funded on a projected benefit obligation basis (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).
 

53

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


ABF Freight contributes to multiemployer health, welfare, and pension plans based generally on the time worked by its contractual employees, as specified in the collective bargaining agreement and other supporting supplemental agreements (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).

Capital Expenditures
 
The following table sets forth the Company’s historical capital expenditures for the periods indicated below:
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands)
Capital expenditures, gross including capital leases and notes payable
$
26,405

 
$
75,251

 
$
83,637

Less financing from capital lease obligations and notes payable
36

 
37,973

 
30,410

Capital expenditures, net of capital leases and notes payable
26,369

 
37,278

 
53,227

Less proceeds from asset sales
2,194

 
6,397

 
7,062

Total capital expenditures, net
$
24,175

 
$
30,881

 
$
46,165


The variation in the Company’s net capital expenditures for the years presented above primarily relate to changes in ABF Freight’s capital expenditures and the use of capital leases and notes payable to finance the expenditures. The decrease in 2013 from 2012 was caused by a reduction in expenditures for revenue equipment due to ABF Freight’s prolonged negotiations related to the ABF NMFA which was not implemented by the IBT until November 3, 2013. The decrease in net capital expenditures in 2012 from 2011 is primarily due to the reduction in road trailer replacements, partially offset by the increased number of road tractor replacements at higher per unit costs.  

In 2014, total net capital expenditures are estimated to be in a range of $90.0 million to $100.0 million, which consists primarily of ABF Freight revenue equipment replacements approximating $60.0 million. The remainder of the 2014 expected capital expenditures includes estimated costs of real estate for terminal operations and other capital expenditures (including dock/yard equipment and technology). The Company has the flexibility to adjust planned 2014 capital expenditures as business levels dictate. Depreciation and amortization expense is estimated to be in a range of $85.0 million to $90.0 million in 2014.
 
Other Liquidity Information
 
Cash, cash equivalents, and short‑term investments, including amounts restricted, totaled $143.2 million at December 31, 2013. The Company has generated $93.5 million, $84.5 million, and $100.9 million of operating cash flow during 2013, 2012, and 2011, respectively. However, general economic conditions, along with competitive market factors and the related impact on tonnage and pricing levels that ABF Freight receives for its services, could affect the Company’s ability to generate cash from operations as operating costs increase. Management believes existing cash, cash equivalents, short‑term investments, cash generated by operations, and amounts available under the Credit Agreement or accounts receivable securitization program will be sufficient to meet its liquidity needs for the foreseeable future. Notes payable, capital leases, and other secured financing may also be used to fund capital expenditures, provided that such arrangements are available and the terms are acceptable to the Company.
 
The Company expects to continue to pay quarterly dividends on its Common Stock in the foreseeable future, although there can be no assurances in this regard since future dividends will be at the discretion of the Board of Directors and are dependent upon future earnings, capital requirements, the Company’s financial condition, and other factors. On January 23, 2014, the Company’s Board of Directors declared a dividend of $0.03 per share to stockholders of record on February 6, 2014.

Financial Instruments
 
The Company has not historically entered into financial instruments for trading purposes, nor has the Company historically engaged in a program for fuel price hedging. No such instruments were outstanding as of December 31, 2013 or 2012.
 

54

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Balance Sheet Changes
 
Accounts Receivable, less allowances
Accounts receivable, less allowances, increased $21.9 million from December 31, 2012 to December 31, 2013, primarily due to increased business levels in 2013.

Off‑Balance Sheet Arrangements
 
The Company’s off‑balance sheet arrangements of $118.7 million include purchase obligations and future minimum rental commitments under operating lease agreements primarily for terminal facilities, as disclosed in the Contractual Obligations section of Liquidity and Capital Resources.
 
The Company has no investments, loans, or any other known contractual arrangements with unconsolidated special‑purpose entities, variable interest entities, or financial partnerships and has no outstanding loans with executive officers or directors of the Company.

INCOME TAXES
 
The Company’s effective tax rate for 2013 was 18.8% of pre‑tax income, compared to the effective tax benefit rate of 54.5% of pre‑tax losses for 2012 and the effective tax rate of 33.3% of pre‑tax income for 2011. The difference between the Company’s 2013 effective tax rate and the federal statutory rate primarily results from the effect of changes in the cash surrender value of life insurance, life insurance proceeds, and the January 2013 retroactive reinstatement of the alternative fuel tax credit which resulted in recognition of a $1.9 million benefit during 2013 for the 2012 and 2013 credits. The effective rate for 2013 was also significantly affected by a net decrease of approximately $1.4 million in the valuation allowance for deferred tax assets. The decrease in the valuation allowance for deferred tax assets was based on management’s judgment regarding the realization of deferred tax assets as affected by taxable income for the period and consideration of the other factors that affected 2013, including improved operating results and the implementation of ABF Freight’s new collective bargaining agreement in November.
 
For 2014, the effective tax rate will depend on pre‑tax income or loss levels. The Company’s U.S. statutory tax rate is 35% and the average state tax rate, net of the associated federal deduction, is approximately 3%. However, various factors, including those described above, may cause the full year 2014 tax rate to vary significantly from the statutory rate. If the alternative fuel credit, which expired on December 31, 2013, is not extended, 2014 tax expense will not include the related tax benefit resulting from the credit which amounted to $1.9 million in 2013. If the alternative fuel tax credit is extended, the effective tax rate for 2014 will be reduced by the effect of the annual credit which is estimated to be $1.0 million.
 
At December 31, 2013, the Company had net deferred tax liabilities after valuation allowances of $26.5 million. After excluding non‑reversing deferred tax liabilities of $13.3 million, net deferred tax liabilities were $13.2 million. Due to the nonunion defined benefit pension plan curtailment, which was recorded in second quarter 2013, the related pension liability was reduced by $46.3 million and the associated deferred tax assets were reduced by $18.0 million (reflected as an increase in net long‑term deferred tax liabilities in the accompanying consolidated balance sheet as of December 31, 2013).

At December 31, 2013 and December 31, 2012, valuation allowances for deferred tax assets totaled $1.0 million and $2.5 million, respectively. The $1.5 million net decrease from December 31, 2012 to December 31, 2013 primarily reflects the decrease in the allowance relating to state net operating loss carryforwards and state depreciation deductions of ABF Freight. A valuation allowance of $1.0 million and $0.9 million at December 31, 2013 and 2012, respectively, was recorded related to foreign tax credit carryforwards and foreign net operating loss carryforwards. Foreign tax credits can be carried forward; however, the annual amount that may be used is dependent on future foreign and U.S. taxable income and realization was not considered to be more likely than not. The need for additional valuation allowances is continually monitored by management.
 
Prior to 2013, the Company had no reserves for uncertain tax positions. In 2013, the Company established a reserve for uncertain tax positions of $0.3 million relating to tax credits claimed on an amended return for 2009. The reserve was established due to the fact that no regulations on the credit have been issued by the IRS and no case law or guidance other than the actual statute is available. As a result, due to the uncertainty as to the proper application of the rules applicable to the credit, management concluded that the credit did not meet the standard for recognition at December 31, 2013 under the applicable accounting standards.


55

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Financial reporting income differs significantly from taxable income because of items such as accelerated depreciation for tax purposes, pension accounting rules, and a significant number of liabilities such as vacation pay, workers’ compensation reserves, and other reserves, which, for tax purposes, are generally deductible only when paid.  For the year ended December 31, 2013, taxable income exceeded financial reporting income; in 2012, the financial reporting loss exceeded the tax return loss.
 
The Company made $13.4 million of federal, foreign, and state tax payments during the year ended December 31, 2013 and received refunds of $8.1 million of federal and state taxes that were paid in prior years, primarily from loss carrybacks allowed by the Internal Revenue Code and certain states.
 
Management expects the cash outlays for income taxes will exceed reported income tax expense in 2014 due primarily to the effect of bonus depreciation taken for tax purposes in prior years. However, the additional cash outlays will not have a significant effect on liquidity.
 
CRITICAL ACCOUNTING POLICIES
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are based on prior experience and other assumptions that management considers reasonable in the Company’s circumstances. Actual results could differ from those estimates under different assumptions or conditions, which would affect the related amounts reported in the financial statements.
 
The accounting policies (see Note B to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K) that are “critical” to understanding the Company’s financial condition and results of operations and that require management to make the most difficult judgments are described as follows.
 
Revenue Recognition
Freight Transportation revenue is recognized based on relative transit time in each reporting period with expenses recognized as incurred. Freight Transportation’s bill‑by‑bill analysis is used to establish estimates of revenue in transit for recognition in the appropriate reporting period. Because the bill‑by‑bill methodology utilizes the approximate location of the shipment in the delivery process to determine the revenue to recognize, management believes it to be a reliable method. Premium Logistics & Expedited Freight Services and Domestic & Global Transportation Management revenues are recognized based on the delivery of the shipment. Service fee revenue for the Emergency & Preventative Maintenance segment is recognized upon occurrence of the service event. Repair revenue and expenses for the Emergency & Preventative Maintenance segment are recognized at the completion of the service by third‑party vendors. Household Goods Moving Services revenue is recognized upon completion of the shipment, which is defined as delivery to the storage destination or to the customer‑designated location.
 
Revenue, purchased transportation expense, and third‑party service expenses are reported on a gross basis for certain shipments and services where the Company utilizes a third‑party carrier for pickup, linehaul, delivery of freight, or performance of services but remains the primary obligor and assumes collection and credit risks.
 
Receivable Allowance
The Company estimates its allowance for doubtful accounts based on historical write‑offs, as well as trends and factors surrounding the credit risk of specific customers. In order to gather information regarding these trends and factors, the Company performs ongoing credit evaluations of its customers. The allowance for revenue adjustments is an estimate based on historical revenue adjustments and current information regarding trends and business changes. Actual write‑offs or adjustments could differ from the allowance estimates due to a number of factors. These factors include unanticipated changes in the overall economic environment or factors and risks surrounding a particular customer. The Company continually updates the history it uses to make these estimates so as to reflect the most recent trends, factors, and other information available. Actual write‑offs and adjustments are charged against the allowances for doubtful accounts and revenue adjustments. Management believes this methodology to be reliable in estimating the allowances for doubtful accounts and revenue adjustments. A 10% increase in the estimate of allowances for doubtful accounts and revenue adjustments would decrease operating income by $0.4 million on a pre‑tax basis.
 

56

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Revenue Equipment
The Company utilizes tractors and trailers in its motor carrier freight transportation operations. Tractors and trailers are commonly referred to as “revenue equipment” in the transportation business. Under its accounting policy for property, plant and equipment, management establishes appropriate depreciable lives and salvage values for revenue equipment based on the estimated useful lives and estimated fair values to be received when the equipment is sold or traded. The evaluation of depreciable lives and salvage values requires management’s judgment and the use of estimates and assumptions to estimate the appropriate useful lives and future fair values of the equipment. Assumptions require considerable judgment because changes in broad economic factors and industry factors can result in variable and volatile values. Management continually monitors salvage values and depreciable lives in order to make timely, appropriate adjustments to them. The Company has reported gains on the sale of its assets, primarily ABF Freight revenue equipment, in the amount of $0.2 million, $0.7 million, and $2.4 million, in 2013, 2012, and 2011, respectively. The Company has historically purchased revenue equipment with cash or financed revenue equipment through capital leases and notes payable arrangements rather than utilizing off‑balance sheet financing.

The Company reviews its long‑lived assets, including property, plant and equipment and capitalized software, which are held and used in its operations, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable . If such an event or change in circumstances is present, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted future cash flows is less than the carrying amount of the related assets, the Company will recognize an impairment loss. The evaluation of future cash flows requires management’s judgment and the use of estimates and assumptions. Assumptions require considerable judgment because changes in broad economic factors and industry factors can result in variable and volatile values. Economic factors and the industry environment were considered in assessing recoverability of long‑lived assets, including revenue equipment. ABF Freight’s strict equipment maintenance schedules have served to mitigate declines in the value of revenue equipment. Management determined that long‑lived assets were not impaired as of December 31, 2013.
 
Income Tax Provision and Valuation Allowances on Deferred Tax Assets
Management applies considerable judgment in estimating the consolidated income tax provision, including valuation allowances on deferred tax assets. The valuation allowance for deferred tax assets is determined by evaluating whether it is more likely than not that the benefits of deferred tax assets will be realized through future reversal of existing taxable temporary differences, taxable income in carryback years, projected future taxable income, or tax‑planning strategies. Uncertain tax positions are then measured to determine the amounts to be recognized in the financial statements. The income tax provision and valuation allowances are complicated by complex rules administered in multiple jurisdictions, including U.S. federal, state, and foreign governments.
 
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is evaluated for impairment annually or more frequently if indicators of impairment exist.
 
As of December 31, 2013, goodwill totaled $76.4 million, of which $71.1 million related to the 2012 acquisition of Panther as reported in the Premium Logistics & Expedited Freight Services segment, and $5.3 million related to acquisitions in the Household Goods Moving Services segment. The annual impairment testing on the goodwill balances were performed as of October 1, 2013, and it was determined that the estimated fair value of each of the reporting units exceeded the recorded balances by an amount greater than $10 million.  

The Company’s measurement of goodwill impairment involves a comparison of the estimated fair value of a reporting unit to its carrying value. If the result of this comparison indicates that the fair value of the reporting unit is less than the carrying value, an estimate of the current fair values of all assets and liabilities is made to determine the amount of implied goodwill and, consequently, the amount of any goodwill impairment.
 
The evaluation of goodwill impairment requires management’s judgment and the use of estimates and assumptions to determine the fair value of the reporting unit. Assumptions require considerable judgment because changes in broad economic factors and industry factors can result in variable and volatile fair values. Changes in key estimates and assumptions that impact the fair value of the operations could materially affect the impairment analysis.
 
In evaluating goodwill for impairment, the aggregate carrying amount of the reporting unit is compared to its fair value, which is derived with the assistance of a third‑party valuation firm and utilizing a combination of valuation methods, including EBITDA and revenue multiples (market approach) and the present value of discounted cash flows (income approach). Incorporation of the

57

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


two methods into the impairment test supported the reasonableness of conclusions reached. The Company, with the assistance of the valuation firm, incorporated EBITDA and revenue multiples that were observed for recent acquisitions and those of publicly‑traded companies which have similar operations. For the 2013 annual impairment tests of the goodwill balance, this marketplace revenue multiple was in the 70% to 75% range for the Panther goodwill valuation and in the 35% to 40% range for the Albert goodwill valuation, and the EBITDA multiples for both businesses were in the 6 to 10 times range. The discounted cash flow models utilized in the income approach incorporate discount rates and projections of future revenue growth rates, operating margins, and net capital expenditures. The projections used have changed over time based on historical performance and changing business conditions. Assumptions with respect to rates used to discount cash flows are dependent upon market interest rates and the cost of capital for the Company and the industry at a point in time. The Company includes a cash flow period of six years in the income approach and an annual revenue growth rate assumption that is generally consistent with historical trends. Changes in cash flow assumptions or other factors that negatively impact the fair value of the operations would influence the evaluation. 

As of December 31, 2013, indefinite‑lived intangible assets totaled $35.1 million, of which $32.3 million relates to the Panther trade name and $2.8 million relates to the Household Goods Moving Services segment. The indefinite‑lived intangible assets are also not amortized but rather are evaluated for impairment annually or more frequently if indicators of impairment exist. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. The annual impairment testing on the indefinite‑lived intangible assets was performed as of October 1, 2013, and it was determined that the value of the Panther trade name was less than $1.0 million above the recorded balance, while the value of the intangible asset associated with the Household Goods Moving Services segment was more than twice its recorded amount.

Fair values of intangible assets are determined based on a discounted cash flow model, similar to the goodwill analysis previously described. The Panther trade name valuation model utilizes the relief from royalty method, whereby the value is determined by calculating the after‑tax cost savings associated with owning the trade name and, therefore, not having to pay royalties for its use for the remainder of its estimated useful life. The evaluation of intangible asset impairment requires management’s judgment and the use of estimates and assumptions to determine the fair value of the indefinite‑lived intangible assets. Assumptions require considerable judgment because changes in broad economic factors and industry factors can result in variable and volatile fair values. Changes in key estimates and assumptions that impact the operations and resulting revenues, royalty rates, and discount rates could materially affect the intangible asset impairment analysis.
 
The Company’s finite‑lived intangible assets attributable to the customer relationships and driver network of Panther, which totaled $40.3 million, net of accumulated amortization, as of December 31, 2013, are amortized over their respective estimated useful lives. Finite‑lived intangible assets are also evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing finite‑lived intangible assets for impairment, the carrying amount of the asset is compared to the estimated undiscounted future cash flows expected from the use of the asset and its eventual disposition. If such cash flows are not sufficient to support the recorded value, an impairment loss to reduce the carrying value of the asset to its estimated fair value shall be recognized in operating income or loss. Management determined that finite‑lived intangible assets were not impaired as of December 31, 2013.
 
Management also considered the total market capitalization of the Company in its impairment assessment of goodwill and intangible assets. The significant increase in the Company’s market capitalization during 2013 is believed to be attributable to ABF Freight’s favorable labor agreement with the IBT along with improved operating results from ABF Freight, Panther, and the the other non‑asset based businesses. The Company believes that there is no basis for adjustment of asset values at this time.
 
Panther is evaluated as a separate reporting unit for the impairment assessment of goodwill and intangible assets. The fair values estimated as of October 1, 2013 approximated the initial purchase price of Panther. Consequently, significant declines in business levels or other changes in cash flow assumptions or other factors that negatively impact the fair value of the operations could result in impairment of the goodwill and indefinite‑lived intangible assets.
 

58

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


Nonunion Defined Benefit Pension Expense
In June 2013, the Company amended its nonunion defined benefit pension plan, which covers substantially all noncontractual employees hired before January 1, 2006, to freeze, as of July 1, 2013, the participants’ final average compensation and years of credited service upon which the benefits are generally based (see Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K). Nonunion pension expense and liability are estimated based upon a number of assumptions and using the services of a third‑party actuary. The assumptions with the greatest impact on expense are the expected return on plan assets, the rate used to discount the plan’s obligations, and prior to the June 30, 2013 plan curtailment, the assumed compensation cost increase.

The Company records quarterly pension settlement expense related to the nonunion defined benefit pension plan when qualifying distributions determined to be settlements are expected to exceed the estimated total annual service and interest cost of the plan. Pension settlement expense for the nonunion defined benefit pension totaled $2.1 million (pre‑tax) in 2013.

The assumptions used directly impact the net periodic benefit cost for a particular year. An actuarial gain or loss results if actual results vary from the assumptions. Actuarial gains and losses are not included in net periodic benefit cost in the period when they arise but are recognized as a component of other comprehensive income or loss and subsequently amortized as a component of net periodic benefit cost.

The following table provides the key assumptions used for 2013 compared to those the Company anticipates using for 2014 nonunion pension expense:
 
 
 
Year Ended December 31
 
 
2014
 
2013
Discount rate (1)
 
3.8%
 
3.1%
Expected return on plan assets
 
6.5%
 
7.5%
Rate of compensation increase (2)
 
N/A
 
3.3%
 
 
(1)
The discount rate used to remeasure the projected benefit obligation upon the June 30, 2013 remeasurement for curtailment and the September 30, 2013 remeasurement for settlement was 3.9% and 3.7% , respectively.
(2)
The compensation assumption was not applicable subsequent to the plan curtailment related to the 2013 plan amendment which froze the accrual of benefits as of July 1, 2013.

The assumptions directly impact the nonunion pension expense for a particular year. If actual results vary from the assumptions, an actuarial gain or loss is created and amortized into pension expense over the average remaining service period of the plan participants beginning in the following year. The discount rate is determined by matching projected cash distributions with the appropriate high‑quality corporate bond yields in a yield curve analysis. A lower discount rate results in an increase in the projected benefit obligation when the liability is remeasured (at December 31 of each year and upon curtailment and upon settlement, if applicable). A quarter percentage point decrease in the discount rate would increase annual nonunion pension expense, before pension settlement expense, by less than $0.1 million on a pre‑tax basis. The Company establishes the expected rate of return on plan assets by considering the historical returns for the plan’s current investment mix and the plan investment advisor’s range of expected returns for the plan’s current investment mix. The expected rate of return on plan assets is a long‑term rate, and the Company can make no assurances that the rate will be achieved. A decrease in expected returns on plan assets increases nonunion pension expense. A quarter percentage point decrease in the expected rate of return on plan assets would increase annual nonunion pension expense, before pension settlement expense, by approximately $0.5 million on a pre‑tax basis. For periods prior to the 2013 plan amendment which froze the accrual of pension benefits, the Company established the assumed rate of compensation increase by considering historical changes in compensation combined with an estimate of compensation rates for the subsequent two years.
 
At December 31, 2013, the nonunion defined benefit pension plan had $16.0 million in unamortized actuarial losses, for which the amortization period is approximately eight years. The Company amortizes actuarial losses over the average remaining active service period of the plan participants. A corridor approach is not used for determining amounts to be amortized. Excluding the effect of pension settlements, the Company’s 2014 nonunion pension expense is estimated to include amortization of actuarial losses of $2.0 million. The comparable amounts for 2013 and 2012 were $7.1 million and $10.8 million, respectively. The Company’s 2014 total nonunion pension expense will be available before its first quarter 2014 Form 10‑Q filing and, based on currently available actuarial information, is expected to decrease from the 2013 expense of $6.3 million (before settlement expense).

59

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – continued


The decline in nonunion pension expense reflects the elimination of service costs due to the pension curtailment and lower future amortization of actuarial losses due to actuarial gains experienced during 2013.
 
The nonunion defined benefit pension plan assets include investments in cash equivalents, equity mutual funds, and equity and income securities totaling $171.1 million which are reported at fair value based on quoted market prices (i.e., classified as Level 1 investments in the fair value hierarchy). The remaining nonunion defined benefit pension plan assets of $36.5 million are debt instruments, primarily corporate debt, treasury, and mortgage‑backed securities, for which fair value is determined by a pricing service using a market approach with inputs derived from observable market data (i.e., classified as Level 2 investments in the fair value hierarchy). The Company reviewed the pricing methodology used by the third‑party pricing service and reviewed for reasonableness the fair value of the Level 2 pension investments which were priced using daily bid prices. (See Note J to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for disclosures related to the nonunion defined benefit pension plan.)
 
Insurance Reserves
The Company is self‑insured up to certain limits for workers’ compensation and certain third‑party casualty claims. For 2013 and 2012, these self‑insurance limits are generally $1.0 million for each workers’ compensation loss and generally $1.0 million for each third‑party casualty loss. Certain motor carrier subsidiaries of the Company other than ABF Freight are insured but have lower deductibles on their policies. Workers’ compensation and third‑party casualty claims liabilities, which are reported in accrued expenses, totaled $82.5 million and $77.6 million at December 31, 2013 and 2012, respectively. The Company does not discount its claims liabilities.
 
Liabilities for self‑insured workers’ compensation and third‑party casualty claims are based on the case‑basis reserve amounts plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from an independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves an evaluation of claim frequency and severity, claims management, and other factors. Case reserves established in prior years are evaluated as loss experience develops and new information becomes available. Adjustments to previously estimated case reserves are reflected in financial results in the periods in which they are made. Aggregate reserves represent the best estimate of the costs of claims incurred, and it is possible that the ultimate liability may differ significantly from such estimates, as a result of a number of factors, including increases in medical costs and other case‑specific factors. A 10% increase in the estimate of IBNR would increase total 2013 expense for workers’ compensation and third‑party casualty claims by approximately $3.4 million. The actual claims payments are charged against the Company’s accrued claims liabilities and have been reasonable with respect to the estimates of the related liabilities.

RECENT ACCOUNTING PRONOUNCEMENTS
 
Management believes that there is no new accounting guidance adopted but not yet effective that is applicable to the Company’s financial statements. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on our financial statements, including the recognition of revenue and accounting for leases.


60


ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in certain interest rates, prices of diesel fuel, prices of equity and debt securities, and foreign currency exchange rates. These market risks arise in the normal course of business, as the Company does not engage in speculative trading activities.

  Interest Rate Risk
 
The instability in the financial and credit markets that began in 2008 has created volatility in various market interest rates. At December 31, 2013 and 2012, cash, cash equivalents, and short‑term investments subject to fluctuations in interest rates totaled $143.2 million and $129.4 million, respectively. The weighted‑average yield on cash, cash equivalents, and short‑term investments was 0.6% in 2013 and 2012. Interest income was $0.7 million, $0.8 million, and $1.1 million in 2013, 2012, and 2011, respectively.

The Company is subject to interest rate risk due to variable interest rates on the secured term loan (the “Term Loan”) outstanding under the credit agreement (the “Credit Agreement”), which was entered into on June 15, 2012 to finance a portion of the cost of the acquisition of Panther Expedited Services, Inc. The Term Loan, as further described under Financing Arrangements of the Liquidity and Capital Resources section of Management’s Discussion and Analysis (“MD&A”) in Part II, Item 7 of this Annual Report on Form 10‑K, allows for the election of interest at a base rate or LIBOR plus a margin based on the adjusted leverage ratio, as defined, which is measured at the end of each fiscal quarter. The Term Loan requires quarterly principal payments and monthly interest payments, with remaining amounts outstanding due upon the maturity date of June 15, 2017.
 
The Company also has notes payable arrangements, through ABF Freight System, Inc., primarily to finance revenue equipment purchases as disclosed under Financing Arrangements of the Liquidity and Capital Resources section of MD&A in Part II, Item 7 of this Annual Report on Form 10‑K. The promissory notes specify the terms of the agreements, including monthly payments which are not subject to interest rate changes. However, the Company could enter into additional notes payable arrangements that will be impacted by changes in interest rates until the transactions are finalized.
 
The following table provides information about the Company’s Term Loan and notes payable obligations as of December 31, 2013 and 2012. The table presents future principal cash flows and related weighted‑average interest rates by contractual maturity dates. The fair value of the debt obligations approximate the amounts recorded in the consolidated balance sheets at December 31, 2013 and 2012. Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions. The Term Loan currently carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements. Interest rates for the contractual maturity dates of the Term Loan are based on the LIBOR swap curve, plus the anticipated applicable margin.
 
 
Contractual Maturity Date
 
December 31
 
Year Ended December 31
 
2013
 
2012
 
 
 
Total
 
Fair Value
 
Total
 
Fair Value
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
 
 
 
 
(in thousands, except interest rates)
 
(in thousands)
Fixed rate debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable
$
15,124

 
$
6,958

 
$
—

 
$
—

 
$
—

 
$
—

 
$
22,082

 
$
22,092

 
$
37,756

 
$
37,904

Weighted‑average interest rate
2.95
%
 
2.90
%
 


 


 


 


 


 


 
 
 
 
Variable rate debt:
 
 
 
 
 
 
 
 
 
 
 
 


 


 
 
 
 
Term Loan
$
13,750

 
$
16,250

 
$
17,500

 
$
36,250

 
$
—

 
$
—

 
$
83,750

 
$
83,750

 
$
95,000

 
$
95,000

Projected interest rate
1.91
%
 
2.73
%
 
3.88
%
 
4.37
%
 


 


 


 


 
 
 
 

The Company is also subject to interest rate risk due to variable interest rates on its accounts receivable securitization program. Advances under the facility bear interest based upon LIBOR, plus a margin, and an annual facility fee. As of December 31, 2013, there have been no borrowings under this facility. The securitization agreement includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit. The outstanding standby letters of credit reduce the availability of borrowings under the facility. The Company’s Credit Agreement also provides the right to request revolving commitments thereunder up to an aggregate amount of $75.0 million, subject to the satisfaction of certain additional conditions provided in the agreement, which would be subject to interest rate risk. Borrowings under these revolving commitments would

61
Table of Contents


replace borrowing capacity under the accounts receivable securitization program. As of December 31, 2013, there have been no revolving commitments requested under the Credit Agreement.
 
The Company has capital lease arrangements to finance certain revenue and other equipment as disclosed under Financing Arrangements of the Liquidity and Capital Resources section of MD&A in Part II, Item 7 of this Annual Report on Form 10‑K. The monthly base rent for the lease terms is specified in the lease agreements and is not subject to interest rate changes. However, the Company could enter into additional capital lease arrangements that will be impacted by changes in interest rates until the transactions are finalized.
 
Liabilities associated with the nonunion defined benefit pension plan, the supplemental benefit plan, and the postretirement health benefit plan are remeasured on an annual basis (and upon curtailment or settlement, if applicable) based on discount rates which are determined by matching projected cash distributions from the plans with the appropriate high‑quality corporate bond yields in a yield curve analysis. Changes in high‑quality corporate bond yields will impact interest expense associated with the benefit plans as well as the amount of liabilities recorded as disclosed in the Critical Accounting Policies section of MD&A in Part II, Item 7 of this Annual Report on Form 10‑K.
 
Other Market Risks
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and short‑term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC‑insured accounts and placing its unrestricted short‑term investments primarily in FDIC‑insured certificates of deposit with varying original maturities of ninety‑one days to one year. However, certain cash deposits and certificates of deposit exceed federally‑insured limits. At December 31, 2013 and 2012, the Company had cash, cash equivalents, and certificates of deposit totaling $49.4 million and $53.8 million, respectively, which were not FDIC insured.
 
Equity and fixed income assets held in the Company’s qualified nonunion defined benefit pension plan trust are subject to market risk. Plan assets include investments in cash equivalents, equity mutual funds, and equity and income securities totaling $171.1 million and $140.7 million at December 31, 2013 and 2012, respectively, which are reported at fair value based on quoted market prices. The remaining plan assets are debt instruments of $36.5 million at December 31, 2013 consisting primarily of corporate debt securities, treasury securities, and mortgage‑backed securities, and $40.5 million at December 31, 2012, consisting primarily of corporate debt securities and mortgage‑backed securities for which fair value is determined by a pricing service using a market approach with inputs derived from observable market data. Declines in the value of plan assets resulting from instability in the financial markets, general economic downturn, or other economic factors beyond the Company’s control could further diminish the funded status of the nonunion defined benefit pension plan and potentially require a significant increase in contributions to the plan. An increase in required contributions to the nonunion defined benefit pension plan may adversely impact the Company’s financial condition and liquidity. Substantial investment losses on plan assets would increase nonunion pension expense in the years following the losses. Investment returns that differ from expected returns are amortized to expense over the remaining active service period of plan participants. An increase in nonunion pension expense may adversely impact our results of operations. In consideration of the freeze of the accrual of benefits under the nonunion defined benefit pension plan effective July 1, 2013, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. In consideration of such strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries currently receiving monthly benefit payments. Upon payment of the $25.4 million premium for the annuity contract, pension benefit obligations totaling $23.3 million were transferred to the insurance company. Because the total of lump‑sum distributions plus the annuity contract purchase amount will exceed the 2014 annual interest costs of the plan, the Company will recognize settlement expense related to the nonparticipating annuity contract purchase and qualifying lump‑sum distributions as a component of net periodic benefit cost in first quarter 2014 of approximately $2.0 million to $3.0 million (pre ‑ tax) with a corresponding reduction of the net actuarial loss of the plan, which is reported within accumulated other comprehensive loss. The remaining pre‑tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants. The Company will incur additional quarterly settlement expense related to lump ‑ sum distributions from the nonunion defined benefit pension plan in 2014.

A portion of the Company’s cash surrender value of variable life insurance policies, which are intended to provide funding for long‑term nonunion benefit arrangements such as the Company’s supplemental benefit plan and certain deferred compensation plans, have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. The portion of cash surrender value of life insurance policies subject to market volatility was $19.0 million and

62
Table of Contents
     
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - continued

$16.5 million at December 31, 2013 and 2012, respectively. A 10% change in market value of these investments would have a $1.9 million impact on income before income taxes.

The Company is subject to market risk for increases in diesel fuel prices; however, this risk is mitigated by fuel surcharges, which are included in revenues of the Freight Transportation and Premium Logistics & Expedited Freight Services segments based on increases in diesel fuel prices compared to relevant indexes. When fuel surcharges constitute a higher proportion of the total freight rate paid, customers are less receptive to increases in base freight rates. Prolonged periods of inadequate base rate improvements adversely impact operating results, as elements of costs, including contractual wage rates, continue to increase annually. The Company has not historically engaged in a program for fuel price hedging and had no fuel hedging agreements outstanding at December 31, 2013 and 2012.
 
Operations outside of the United States are not significant to the Company’s total revenues or assets, and, accordingly, the Company does not have a formal foreign currency risk management policy. Revenues from non‑U.S. operations amounted to approximately 3% of total consolidated revenues for 2013 and 2012, respectively. Foreign currency exchange rate fluctuations have not had a material impact on the Company and they are not expected to in the foreseeable future. The Company has not entered into any foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.


63
Table of Contents


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following information is included in this Item 8:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


64
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders of
Arkansas Best Corporation

We have audited the accompanying consolidated balance sheets of Arkansas Best Corporation as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in Part IV, Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arkansas Best Corporation at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Arkansas Best Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 28, 2014 expressed an unqualified opinion thereon.

\s\ Ernst & Young LLP
 
Tulsa, Oklahoma
 
February 28, 2014
 


65


ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS
 
December 31
 
2013
 
2012
 
(in thousands, except share data)
ASSETS
 

 
 

CURRENT ASSETS
 

 
 

Cash and cash equivalents
$
105,354

 
$
90,702

Short‑term investments
35,906

 
29,054

Restricted cash, cash equivalents, and short‑term investments
1,902

 
9,658

Accounts receivable, less allowances (2013 – $4,533; 2012 – $5,249)
202,540

 
180,631

Other accounts receivable, less allowances (2013 – $1,422; 2012 – $1,334)
7,272

 
6,539

Prepaid expenses
19,016

 
17,355

Deferred income taxes
37,482

 
39,245

Prepaid and refundable income taxes
2,061

 
5,681

Other
6,952

 
7,185

TOTAL CURRENT ASSETS
418,485

 
386,050

PROPERTY, PLANT AND EQUIPMENT
 

 
 

Land and structures
245,805

 
243,699

Revenue equipment
589,902

 
589,729

Service, office, and other equipment
124,303

 
119,456

Software
110,998

 
103,164

Leasehold improvements
23,582

 
23,272

 
1,094,590

 
1,079,320

Less allowances for depreciation and amortization
700,193

 
635,292

PROPERTY, PLANT AND EQUIPMENT, net
394,397

 
444,028

GOODWILL
76,448

 
73,189

INTANGIBLE ASSETS, net
75,387

 
79,561

OTHER ASSETS
52,609

 
51,634

 TOTAL ASSETS
$
1,017,326

 
$
1,034,462

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

CURRENT LIABILITIES
 

 
 

Bank overdraft and drafts payable
$
13,609

 
$
13,645

Accounts payable
89,091

 
84,292

Income taxes payable
1,782

 
59

Accrued expenses
173,622

 
158,668

Current portion of long‑term debt
31,513

 
43,044

TOTAL CURRENT LIABILITIES
309,617

 
299,708

LONG‑TERM DEBT, less current portion
81,332

 
112,941

PENSION AND POSTRETIREMENT LIABILITIES
26,847

 
104,673

OTHER LIABILITIES
15,041

 
12,832

DEFERRED INCOME TAXES
64,028

 
45,309

STOCKHOLDERS’ EQUITY
 

 
 

Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2013: 27,507,241 shares; 2012: 27,296,285 shares
275

 
273

Additional paid‑in‑capital
296,133

 
289,711

Retained earnings
296,735

 
284,157

Treasury stock, at cost, 1,677,932 shares
(57,770
)
 
(57,770
)
Accumulated other comprehensive loss
(14,912
)
 
(57,372
)
TOTAL STOCKHOLDERS’ EQUITY
520,461

 
458,999

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,017,326

 
$
1,034,462


The accompanying notes are an integral part of the consolidated financial statements.

66


ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
 
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands, except share and per share data)  
OPERATING REVENUES
$
2,299,549

 
$
2,065,999

 
$
1,907,609

OPERATING EXPENSES
2,280,479

 
2,080,567

 
1,897,850

OPERATING INCOME (LOSS)
19,070

 
(14,568
)
 
9,759

 
 
 
 
 
 
OTHER INCOME (EXPENSE)
 

 
 

 
 

Interest and dividend income
681

 
808

 
1,069

Interest expense and other related financing costs
(4,183
)
 
(5,273
)
 
(3,953
)
Other, net
3,893

 
2,041

 
2,618

Total other income (expense)
391

 
(2,424
)
 
(266
)
INCOME (LOSS) BEFORE INCOME TAXES
19,461

 
(16,992
)
 
9,493

 
 
 
 
 
 
INCOME TAX PROVISION (BENEFIT)
3,650

 
(9,260
)
 
3,160

 
 
 
 
 
 
NET INCOME (LOSS)
15,811

 
(7,732
)
 
6,333

 
 
 
 
 
 
LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY
—

 
—

 
174

 
 
 
 
 
 
NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION
$
15,811

 
$
(7,732
)

$
6,159

 
 
 
 
 
 
EARNINGS (LOSS) PER COMMON SHARE (1)
 

 
 

 
 

Basic
$
0.59

 
$
(0.31
)
 
$
0.23

Diluted
$
0.59

 
$
(0.31
)
 
$
0.23

 
 
 
 
 
 
AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 

Basic
25,714,205

 
25,564,752

 
25,403,073

Diluted
25,714,205

 
25,564,752

 
25,403,073

 
 
 
 
 
 
CASH DIVIDENDS DECLARED PER COMMON SHARE
$
0.12

 
$
0.12

 
$
0.12


(1)  The Company uses the two‑class method for calculating earnings per share. See Note M.

The accompanying notes are an integral part of the consolidated financial statements.

67


ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
 
 
 
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands)
NET INCOME (LOSS)
$
15,811

 
$
(7,732
)
 
$
6,333

 
 
 
 
 
 
LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY
—

 
—

 
174

NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION
15,811

 
(7,732
)
 
6,159

 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME (LOSS), net of tax
 


 


 

Pension and other postretirement benefit plans:








Net gain from curtailment, net of tax of: (2013 – $11,384)
17,878

 
—

 
—

Net actuarial gain (loss), net of tax of: (2013 – $11,892; 2012 – $3,709; 2011 – $10,804)
18,683

 
(5,830
)
 
(27,178
)
Pension settlement expense, net of tax of: (2013 – $821; 2011 – $438)
1,290

 
—

 
687

Amortization of unrecognized net periodic benefit costs, net of tax of: (2013 – $3,014; 2012 – $4,354; 2011 – $2,789)
 

 
 

 
 

Net actuarial loss
4,847

 
6,957

 
4,497

Prior service credit
(116
)
 
(116
)
 
(115
)
Foreign currency translation and other:
 
 
 
 
 
Change in foreign currency translation, net of tax of: (2013 – $79; 2012 – $10; 2011 – $69)
(122
)
 
19

 
(108
)
Other, net of tax of: (2011 – $70)
—

 
—

 
(132
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax
42,460

 
1,030

 
(22,349
)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION
$
58,271

 
$
(6,702
)
 
$
(16,190
)

The accompanying notes are an integral part of the consolidated financial statements.

68


ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
Common Stock
 
Additional Paid‑In Capital
 
Retained Earnings
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Total Equity
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
(in thousands)
Balances at December 31, 2010
26,935

 
$
269

 
$
281,169

 
$
292,129

 
1,678

 
$
(57,770
)
 
    $
(36,053
)
 
$
479,744

Net income (excluding noncontrolling interest in net income of subsidiary of $174)
 

 
 

 
 

 
6,159

 
 

 
 

 
 

 
6,159

Other comprehensive loss, net of tax
 

 
 

 
 

 
 

 
 

 
 

 
(22,349
)
 
(22,349
)
Issuance of common stock under share‑based compensation plans
165

 
2

 
761

 
 

 
 

 
 

 
 

 
763

Tax effect of share‑based compensation plans and other
 

 
 

 
(612
)
 
 

 
 

 
 

 
 

 
(612
)
Share‑based compensation expense
 

 
 

 
6,450

 
 

 
 

 
 

 
 

 
6,450

Purchase of noncontrolling interest in subsidiary
 
 
 
 
(1,360
)
 
 
 
 
 
 
 
 
 
(1,360
)
Dividends declared on common stock
 

 
 

 
 

 
(3,180
)
 
 

 
 

 
 

 
(3,180
)
Balances at December 31, 2011
27,100

 
271

 
286,408

 
295,108

 
1,678

 
(57,770
)
 
(58,402
)
 
465,615

Net loss
 

 
 

 
 

 
(7,732
)
 
 

 
 

 
 

 
(7,732
)
Other comprehensive income, net of tax
 

 
 

 
 

 
 

 
 

 
 

 
1,030

 
1,030

Issuance of common stock under share‑based compensation plans
196

 
2

 
(2
)
 
 

 
 

 
 

 
 

 
—

Tax effect of share‑based compensation plans and other
 

 
 

 
(2,763
)
 
 

 
 

 
 

 
 

 
(2,763
)
Share‑based compensation expense
 

 
 

 
6,068

 
 

 
 

 
 

 
 

 
6,068

Dividends declared on common stock
 

 
 

 
 

 
(3,219
)
 
 

 
 

 
 

 
(3,219
)
Balances at December 31, 2012
27,296

 
273

 
289,711

 
284,157

 
1,678

 
(57,770
)
 
(57,372
)
 
458,999

Net income
 

 
 

 
 

 
15,811

 
 

 
 

 
 

 
15,811

Other comprehensive income, net of tax
 

 
 

 
 

 
 

 
 

 
 

 
42,460

 
42,460

Issuance of common stock under share‑based compensation plans
211

 
2

 
2,884

 
 

 
 

 
 

 
 

 
2,886

Tax effect of share‑based compensation plans and other
 

 
 

 
(1,956
)
 
 

 
 

 
 

 
 

 
(1,956
)
Share‑based compensation expense
 

 
 

 
5,494

 
 

 
 

 
 

 
 

 
5,494

Dividends declared on common stock
 

 
 

 
 

 
(3,233
)
 
 

 
 

 
 

 
(3,233
)
Balances at December 31, 2013
27,507

 
$
275

 
$
296,133

 
$
296,735

 
1,678

 
$
(57,770
)
 
    $
(14,912
)
 
$
520,461


The accompanying notes are an integral part of the consolidated financial statements.

69


ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
 
 
 
 
Year Ended December 31
 
2013
 
2012
 
2011
 
(in thousands)
OPERATING ACTIVITIES
 

 
 

 
 

Net income (loss)
$
15,811

 
$
(7,732
)
 
$
6,333

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 

 
 

 
 

Depreciation and amortization
84,215

 
85,493

 
73,742

Amortization of intangibles
4,174

 
2,261

 
—

Pension settlement expense
2,111

 
—

 
1,125

Share‑based compensation expense
5,494

 
6,068

 
6,450

Provision for losses on accounts receivable
2,065

 
1,524

 
2,394

Deferred income tax provision (benefit)
(10,367
)
 
(10,359
)
 
3,056

Gain on sale of property and equipment
(153
)
 
(735
)
 
(2,360
)
Changes in operating assets and liabilities:
 

 
 

 
 

Receivables
(24,200
)
 
508

 
(6,067
)
Prepaid expenses
(1,670
)
 
305

 
(1,105
)
Other assets
(1,015
)
 
961

 
(635
)
Income taxes
8,468

 
2,630

 
(776
)
Accounts payable, accrued expenses, and other liabilities
8,571

 
3,610

 
18,695

NET CASH PROVIDED BY OPERATING ACTIVITIES
93,504

 
84,534

 
100,852

INVESTING ACTIVITIES
 

 
 

 
 

Purchases of property, plant and equipment, net of financings
(26,369
)
 
(37,278
)
 
(53,227
)
Proceeds from sale of property and equipment
2,194

 
6,397

 
7,062

Purchases of short‑term investments
(39,605
)
 
(55,858
)
 
(59,718
)
Proceeds from sale of short‑term investments
32,718

 
60,730

 
64,995

Business acquisition, net of cash acquired
(4,146
)
 
(180,039
)
 
—

Capitalization of internally developed software and other
(7,668
)
 
(7,218
)
 
(5,295
)
NET CASH USED IN INVESTING ACTIVITIES
(42,876
)
 
(213,266
)
 
(46,183
)
FINANCING ACTIVITIES
 

 
 

 
 

Borrowings under credit facilities
—

 
100,000

 
—

Payments on long‑term debt
(43,176
)
 
(53,000
)
 
(16,056
)
Acquisition of noncontrolling interest
—

 
—

 
(4,084
)
Net change in bank overdraft and other
(37
)
 
(7,190
)
 
7,811

Net change in restricted cash, cash equivalents, and short‑term investments
7,756

 
43,035

 
(1,032
)
Deferred financing costs
(71
)
 
(1,487
)
 
(174
)
Payment of common stock dividends
(3,233
)
 
(3,219
)
 
(3,180
)
Proceeds from the exercise of stock options
2,785

 
—

 
763

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(35,976
)
 
78,139

 
(15,952
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
14,652

 
(50,593
)
 
38,717

Cash and cash equivalents at beginning of period
90,702

 
141,295

 
102,578

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
105,354

 
$
90,702

 
$
141,295

NONCASH INVESTING ACTIVITIES
 

 
 

 
 

Accruals for equipment received
$
324

 
$
301

 
$
338

Equipment financed
$
36

 
$
37,973

 
$
30,410

The accompanying notes are an integral part of the consolidated financial statements.

70


ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION
 
Organization and Description of Business
 
Arkansas Best Corporation (the “Company”), the parent holding company, is a freight transportation services and integrated logistics solutions provider. The Company’s principal operations are conducted through its Freight Transportation segment, which consists of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF Freight”). The Company’s other reportable operating segments are Premium Logistics & Expedited Freight Services, Domestic & Global Transportation Management, Emergency & Preventative Maintenance, and Household Goods Moving Services (see Note N).
 
ABF Freight represented 75% of the Company’s annual revenues before other revenues and intercompany eliminations for 2013. As of December 2013, approximately 76% of ABF Freight’s employees were covered under a collective bargaining agreement with the International Brotherhood of Teamsters (the “IBT”). On June 27, 2013, a new collective bargaining agreement, the ABF National Master Freight Agreement (the “ABF NMFA”), was ratified by a majority of ABF Freight’s IBT member employees who chose to vote. Following resolution of certain supplements to the ABF NMFA which were not approved at the time the collective bargaining agreement was ratified, the IBT implemented the ABF NMFA on November 3, 2013. The ABF NMFA will remain in effect through March 31, 2018. The primary changes to the labor agreement under the ABF NMFA include a 7% wage rate reduction upon the November 3, 2013 implementation date, followed by wage rate increases of 2% on July 1 in each of the next three years and a 2.5% increase on July 1, 2017; a one ‑week reduction in annual compensated vacation effective for employee anniversary dates on or after April 1, 2013; the option to expand the use of purchased transportation; and increased flexibility in labor work rules. Not all of the contract changes were effective immediately upon implementation and, therefore, expected net cost reductions will be realized over time. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT for which the rate increases were applied retroactively to August 1, 2013. The estimated net effect of the November 3 wage rate reduction and the August 1 benefit rate increase was an initial reduction of approximately 4% to the combined total contractual wage and benefit rate under the ABF NMFA. For subsequent years through the end of the agreement in 2018, the combined contractual wage and benefit contribution rate is estimated to increase approximately 2.5% to 3.0% on a compounded annual basis.

On June 15, 2012, the Company acquired 100% of the common stock of Panther Expedited Services, Inc. (“Panther”), which is reported as the Premium Logistics & Expedited Freight Services segment (see Note N). See Note D for further discussion of the Panther acquisition.
 
The Company acquired a 75% equity interest in Albert Companies, Inc. in the second quarter of 2009 and acquired the remaining 25% equity interest in the third quarter of 2011. Albert Companies, Inc. is included in the Household Goods Moving Services segment. The noncontrolling interest in net income of the subsidiary is presented on a separate line in the consolidated statements of operations and the consolidated statements of comprehensive income for 2011 through the date of the acquisition of the remaining 25% equity interest.
 
Financial Statement Presentation
 
Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
 
Segment Information: The Company uses the “management approach” for determining its reportable segment information. The management approach is based on the way management organizes the reportable segments within the Company for making operating decisions and assessing performance.
 
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates.


71

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE B – ACCOUNTING POLICIES
 
Cash, Cash Equivalents, and Short‑Term Investments: Short‑term investments that have a maturity of ninety days or less when purchased are considered cash equivalents. Variable rate demand notes are classified as cash equivalents, as the investments may be redeemed on a daily basis with the original issuer. Short‑term investments consist of FDIC‑insured certificates of deposit with original maturities ranging from ninety‑one days to one year. Interest and dividends related to cash, cash equivalents, and short‑term investments are included in interest and dividend income.
 
Restricted Cash, Cash Equivalents, and Short‑Term Investments: Cash, cash equivalents, and short‑term investments that are pledged as collateral, primarily for the Company’s outstanding letters of credit, are classified as restricted. The Company’s letters of credit are primarily issued in support of certain workers’ compensation and third‑party casualty claims liabilities in various states in which the Company is self‑insured. The restricted cash, cash equivalents, and short‑term investments are classified consistent with the classification of the liabilities to which they relate and in accordance with the duration of the letters of credit.
 
Restricted cash, cash equivalents, and short‑term investments consisted of cash deposits at December 31, 2013 and cash deposits and certificates of deposit at December 31, 2012. Changes in the amount of restricted funds are reflected as financing activities in the consolidated statements of cash flows.
 
Concentration of Credit Risk: The Company is potentially subject to concentrations of credit risk related to the portion of its unrestricted and restricted cash, cash equivalents, and short‑term investments which is not federally insured, as further discussed in Note C.
 
The Company’s services are provided primarily to customers throughout the United States and, to a lesser extent, Canada. On a consolidated basis, the Company had no single customer representing more than 5% of its revenues in 2013 and 2012 or more than 5% of its accounts receivable balance at December 31, 2013 and 2012. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Historically, credit losses have been within management’s expectations.
 
Allowances: The Company maintains allowances for doubtful accounts, revenue adjustments, and deferred tax assets. The Company’s allowance for doubtful accounts represents an estimate of potential accounts receivable write‑offs associated with recognized revenue based on historical trends and factors surrounding the credit risk of specific customers. The Company writes off accounts receivable when accounts are turned over to a collection agency or when determined to be uncollectible. Receivables written off are charged against the allowance. The Company’s allowance for revenue adjustments represents an estimate of potential adjustments associated with recognized revenue based upon historical trends and current information regarding trends and business changes. The Company’s valuation allowance for deferred tax assets is determined by evaluating whether it is more likely than not that the benefits of its deferred tax assets will be realized through future reversal of existing taxable temporary differences, taxable income in carryback years, projected future taxable income, or tax‑planning strategies.
 
Property, Plant and Equipment, Including Repairs and Maintenance: The Company utilizes tractors and trailers in its Freight Transportation operations. Tractors and trailers are commonly referred to as “revenue equipment” in the transportation business. Purchases of property, plant and equipment are recorded at cost. For financial reporting purposes, property, plant and equipment is depreciated principally by the straight‑line method, using the following lives: structures – primarily 15 to 20 years; revenue equipment – 3 to 12 years; and other equipment – 2 to 15 years. For tax reporting purposes, accelerated depreciation or cost recovery methods are used. Gains and losses on asset sales are reflected in the year of disposal. Exchanges of nonmonetary assets that have commercial substance are measured based on the fair value of the assets exchanged. Tires purchased with revenue equipment are capitalized as a part of the cost of such equipment, with replacement tires being expensed when placed in service. Repair and maintenance costs associated with property, plant and equipment are expensed as incurred if the costs do not extend the useful life of the asset. If such costs do extend the useful life of the asset, the costs are capitalized and depreciated over the appropriate remaining useful life.

Computer Software Developed or Obtained for Internal Use, Including Web Site Development Costs: The Company capitalizes the costs of software acquired from third parties and qualifying internal computer software costs incurred during the “application development stage.” For financial reporting purposes, capitalized software costs are amortized by the straight‑line method generally over 2 to 3 years with some applications, including the acquired software of Panther, having longer lives (up to 7 years) as applicable. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period.
 

72

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Impairment Assessment of Long‑Lived Assets: The Company reviews its long‑lived assets, including property, plant and equipment and capitalized software, which are held and used in its operations, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable . If such an event or change in circumstances is present, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted future cash flows is less than the carrying amount of the related asset, the Company will recognize an impairment loss. The Company records impairment losses in operating income or loss.
 
Assets to be disposed of are reclassified as assets held for sale at the lower of their carrying amount or fair value less cost to sell. Assets held for sale primarily represent ABF Freight’s nonoperating properties, older revenue equipment, and other equipment. Adjustments to write down assets to fair value less the amount of costs to sell are reported in operating income or loss. Assets held for sale are expected to be disposed of by selling the assets within the next 12 months. Gains and losses on property and equipment are reported in operating income or loss. Assets held for sale, which consisted primarily of older revenue equipment, of $0.4 million and $1.0 million are reported within other noncurrent assets as of December 31, 2013 and 2012, respectively. At December 31, 2013 and 2012, management was not aware of any events or circumstances indicating the Company’s long‑lived assets would not be recoverable.
 
Asset Retirement Obligations: The Company records estimated liabilities for the cost to remove underground storage tanks, dispose of tires, and return leased real property to its original condition at the end of a lease term. The liabilities are discounted using the Company’s credit adjusted risk‑free rate. Revisions to these liabilities for such costs may occur due to changes in the estimates for fuel tank removal costs, tire disposal fees, and real property lease restoration costs; changes in estimates of the timing of incurring asset retirement costs; or changes in regulations or agreements affecting these obligations. At December 31, 2013 and 2012, the Company’s estimated asset retirement obligations totaled $2.5 million .
 
Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is evaluated for impairment annually or more frequently if indicators of impairment exist. The Company’s measurement of goodwill impairment involves a comparison of the estimated fair value of a reporting unit to its carrying value. If the estimated fair value of the reporting unit is less than the carrying value, an estimate of the current fair values of all assets and liabilities is made to determine the amount of implied goodwill and, consequently, the amount of any goodwill impairment.
 
Indefinite‑lived intangible assets are also not amortized but rather are evaluated for impairment annually or more frequently if indicators of impairment exist. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess. Fair values are determined based on a discounted cash flow model, similar to the goodwill analysis.
 
The Company’s annual impairment testing is performed as of October 1.
 
The Company amortizes finite‑lived intangible assets over their respective estimated useful lives. Finite‑lived intangible assets are also evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing finite‑lived intangible assets for impairment, the carrying amount of the asset is compared to the estimated undiscounted future cash flows expected from the use of the asset and its eventual disposition. If such cash flows are not sufficient to support the recorded value, an impairment loss to reduce the carrying value of the asset to its estimated fair value shall be recognized in operating income or loss.

Income Taxes: Deferred income taxes are accounted for under the liability method, which takes into account the differences between the tax basis of the assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. Deferred income taxes relate principally to asset and liability basis differences resulting from the timing of the depreciation and cost recovery deductions and to temporary differences in the recognition of certain revenues and expenses. The Company classifies interest and penalty amounts related to income tax matters as interest expense and operating expenses, respectively.
 
Management applies considerable judgment in determining the consolidated income tax provision, including valuation allowances on deferred tax assets. The valuation allowance for deferred tax assets is determined by evaluating whether it is more likely than not that the benefits of deferred tax assets will be realized through future reversal of existing taxable temporary differences, taxable income in carryback years, projected future taxable income, or tax‑planning strategies. Uncertain tax positions are then measured to determine the amounts to be recognized in the financial statements. The income tax provision and valuation allowances are

73

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

complicated by complex and frequently changing rules administered in multiple jurisdictions, including U.S. federal, state, and foreign governments.
 
Claims Liabilities : The Company is self‑insured up to certain limits for workers’ compensation, certain third‑party casualty claims, and cargo loss and damage claims. Amounts in excess of the self‑insured limits are fully insured to levels which management considers appropriate for the Company’s operations. The Company’s claims liabilities have not been discounted.
 
Liabilities for self‑insured workers’ compensation and third‑party casualty claims are based on the case reserve amounts plus an estimate of loss development and incurred but not reported (“IBNR”) claims, which is developed from an independent actuarial analysis. The process of determining reserve requirements utilizes historical trends and involves an evaluation of claim frequency and severity, claims management, and other factors. Case reserves established in prior years are evaluated as loss experience develops and new information becomes available. Adjustments to previously estimated reserves are reflected in financial results in the periods in which they are made. Aggregate reserves represent an estimate of the costs of claims incurred, and it is possible that the ultimate liability may differ significantly from such estimates.
 
The Company is entitled to recover, from insurance carriers, amounts which have been previously paid by the Company for claims above the self‑insurance retention level. These amounts are included in other accounts receivable, net of allowances for potentially unrecoverable amounts. The Company’s excess insurers for workers’ compensation claims above the self‑insured retention level for the 1993 through 2001 policy years are insolvent. For claims that are related to these excess insurers and that are not accepted by state guaranty funds, the Company has recorded an allowance for uncollectible receivables and additional liabilities for excess claims based upon available financial information. Receivables, net of related allowances, totaled $1.0 million as of December 31, 2013 and 2012 for workers’ compensation excess claims paid by the Company but insured by these excess insurers. Liabilities for workers’ compensation excess claims insured by, but not expected to be covered by, these excess insurers totaled $2.7 million and $1.9 million at December 31, 2013 and 2012, respectively, and were reported within accrued expenses.
 
The Company develops an estimate of self‑insured cargo loss and damage claims liabilities based on historical trends and certain event‑specific information.
 
Insurance‑Related Assessments: Liabilities for state guaranty fund assessments and other insurance‑related assessments totaled $1.0 million and $1.4 million at December 31, 2013 and 2012, respectively. Management has estimated the amounts incurred using the best available information regarding premiums and guaranty assessments by state. These amounts are expected to be paid within a period not to exceed one year. The liabilities recorded have not been discounted.
 
Long‑Term Debt: Long‑term debt consisted of a secured term loan (the “Term Loan”) outstanding under the Company’s credit agreement (the “Credit Agreement”), notes payable, and capital lease obligations, as further described in Note H.
 
Leases: The Company leases, under capital and operating lease arrangements, certain facilities, revenue equipment, and certain other equipment used primarily in ABF Freight’s terminal operations. Certain of these leases contain fluctuating or escalating payments. The related rent expense is recorded on a straight‑line basis over the lease term. The cumulative excess of rent expense over rent payments is accounted for as a deferred lease obligation. For financial reporting purposes, leasehold improvements associated with assets utilized under capital or operating leases are amortized by the straight‑line method over the shorter of the remaining lease term or the asset’s useful life. Amortization of assets under capital leases is included in depreciation expense. Obligations under the capital lease arrangements are included in long‑term debt, net of the current portion due, which is classified in current liabilities.
 
Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans: The Company recognizes the funded status (the difference between the fair value of plan assets and the benefit obligation) of its nonunion defined benefit pension plan, supplemental benefit plan (“SBP”), and postretirement health benefit plan in the balance sheet and recognizes changes in the funded status, net of tax, in the year in which they occur as a component of other comprehensive income or loss. Amounts recognized in other comprehensive income or loss are subsequently expensed as components of net periodic benefit cost by amortizing unrecognized net actuarial losses over the average remaining active service period of the plan participants and amortizing unrecognized prior service credits over the remaining years of service until full eligibility of the active participants at the time of the plan amendment. A corridor approach is not used for determining the amounts of net actuarial losses to be amortized.
 
The expense and liability related to the Company’s nonunion defined benefit pension plan, SBP, and postretirement health benefit plan are measured based upon a number of assumptions and using the services of a third‑party actuary. Assumptions are made

74

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

regarding expected retirement age, mortality, employee turnover, and future increases in health care costs. The assumptions with the greatest impact on the Company’s expense are the discount rate used to discount the plans’ obligations and, for the nonunion defined benefit pension plan, the expected return on plan assets and, prior to the June 30, 2013 curtailment of the nonunion defined benefit pension plan, the assumed compensation cost increase. The discount rate is determined by matching projected cash distributions with appropriate high‑quality corporate bond yields in a yield curve analysis. The Company establishes the expected long‑term rate of return on plan assets by considering the historical returns for the plan’s current investment mix and the plan investment advisor’s range of expected returns for the plan’s current investment mix. Prior to the June 30, 2013 curtailment of the nonunion defined benefit pension plan, the Company established the assumed rate of compensation increase at the measurement date by considering historical changes in compensation combined with an estimate of compensation rates for the subsequent two years.
 
The assumptions used directly impact the net periodic benefit cost for a particular year. An actuarial gain or loss results if actual results vary from the assumptions. Actuarial gains and losses are not included in net periodic benefit cost in the period when they arise but are recognized as a component of other comprehensive income or loss and subsequently amortized as a component of net periodic benefit cost.
 
The Company uses December 31 as the measurement date for its nonunion defined benefit pension plan, SBP, and postretirement health benefit plan. Plan obligations are also remeasured upon curtailment and upon settlement.

The Company records quarterly pension settlement expense related to the nonunion defined benefit pension plan when qualifying distributions determined to be settlements are expected to exceed the estimated total annual service and interest cost of the plan. Benefit distributions under the SBP individually exceed the annual interest cost of the plan, and the Company records the related settlement expense when the amount of the benefit to be distributed is fixed, which is generally upon an employee’s termination of employment. Pension settlement expense for the nonunion defined benefit pension and SBP plans is presented in Note J.

Revenue Recognition: Freight Transportation revenue is recognized based on relative transit time in each reporting period with expenses recognized as incurred. Freight Transportation’s bill‑by‑bill analysis is used to establish estimates of revenue in transit for recognition in the appropriate reporting period. Premium Logistics & Expedited Freight Services and Domestic & Global Transportation Management revenue is recognized based on the delivery of the shipment. Service fee revenue for the Emergency & Preventative Maintenance segment is recognized upon occurrence of the service event. Repair revenue and expenses for the Emergency & Preventative Maintenance segment are recognized at the completion of the service by third‑party vendors. Household Goods Moving Services revenue is recognized upon completion of the shipment, which is defined as delivery to the storage destination or to the customer‑designated location.
 
Revenue, purchased transportation expense, and third‑party service expenses are reported on a gross basis for certain shipments and services where the Company utilizes a third‑party carrier for pickup, linehaul, delivery of freight, or performance of services but remains the primary obligor and assumes collection and credit risks.
 
Comprehensive Income or Loss: Other comprehensive income or loss refers to revenues, expenses, gains, and losses that are included in comprehensive income or loss but excluded from net income or loss. The Company reports the components of other comprehensive income or loss, net of tax, by their nature and discloses the tax effect allocated to each component in the consolidated statements of comprehensive income. The accumulated balance of other comprehensive income or loss is displayed separately in the consolidated statements of stockholders’ equity and the components of the balance are reported in Note K. The changes in accumulated other comprehensive income or loss, net of tax, and the significant reclassifications out of accumulated other comprehensive income or loss are disclosed, by component, in Note K.

Earnings Per Share: The Company uses the two‑class method for calculating earnings per share. The calculation is based on the weighted‑average number of common shares (basic earnings per share) or common equivalent shares outstanding (diluted earnings per share) during the applicable period, and also considers the effect of participating securities such as share‑based compensation awards which are paid dividends during the vesting period. The dilutive effect of common stock equivalents is excluded from basic earnings per common share and included in the calculation of diluted earnings per common share.
 
Share‑Based Compensation: The fair value of restricted stock awards is determined based upon the closing market price of the Company’s Common Stock on the date of grant. The restricted stock awards generally vest at the end of a five ‑year period following the date of grant, except for certain awards granted to non‑employee directors that typically vest at the end of a three ‑year period, subject to accelerated vesting due to death, disability, retirement, or change‑in‑control provisions. When restricted stock awards

75

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

become vested, the Company issues new shares which are subsequently distributed. Dividends or dividend equivalents are paid on all restricted stock units during the vesting period. The Company recognizes the income tax benefits of dividends on share‑based payment awards as an increase in paid‑in capital.
 
Share‑based awards are amortized to compensation expense on a straight‑line basis over the three‑year or five‑year vesting period or the period to which the recipient first becomes eligible for retirement, whichever is shorter, with vesting accelerated upon death or disability. Compensation expense reflects an estimate of shares expected to be forfeited over the service period. Estimated forfeitures, which are based on historical experience, are adjusted to the extent that actual forfeitures differ, or are expected to differ, from these estimates.
 
The Company has not granted stock options since January 2004. Stock options generally vest in equal amounts over a five ‑year period and expire ten years from the date of grant. The Company issues new shares upon the exercise of stock options. The grant date fair value of stock options is estimated based on a Black‑Scholes‑Merton option pricing model that utilizes several assumptions, including expected volatility, weighted‑average life, and a risk‑free interest rate. Expected volatilities are estimated using the historical volatility of the Company’s stock, based upon the expected term of the option. The expected term of the option is derived from historical data and represents the period of time that options are estimated to be outstanding. The risk‑free interest rate for periods within the estimated life of the option is based on the U.S. Treasury Strip rate in effect at the time of the grant.
 
Fair Value Measurements: The Company discloses the fair value measurements of its financial assets and liabilities. Fair value measurements for investments held in trust for the Company’s nonunion defined benefit pension plan are also disclosed. Fair value measurements are disclosed in accordance with the following hierarchy of valuation techniques based on whether the inputs of market data and market assumptions used to measure fair value are observable or unobservable:
 
•
Level 1 –
Quoted prices for identical assets and liabilities in active markets.
•
Level 2 –
Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
•
Level 3 –
Unobservable inputs (Company’s market assumptions) that are significant to the valuation model.

Environmental Matters: The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures which extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites. The estimated liability is not reduced for possible recoveries from insurance carriers or other third parties.

Exit or Disposal Activities: The Company recognizes liabilities for costs associated with exit or disposal activities when the liability is incurred.

Variable Interest Entities: The Company has no investments in or known contractual arrangements with variable interest entities.

Recent Accounting Pronouncements: Management believes that there is no new accounting guidance adopted but not yet effective that is relevant to the financial statements. However, there are new proposals under development by the standard setting bodies which, if and when enacted, may have a significant impact on our financial statements, including the recognition of revenue and accounting for leases.


76

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE C – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents, short‑term investments, and restricted funds:

 
December 31
2013
 
December 31
2012
 
(in thousands)
Cash and cash equivalents
 

 
 

Cash deposits (1)
$
63,547

 
$
48,293

Variable rate demand notes (1)(2)
29,706

 
29,807

Money market funds (3)
12,101

 
12,602

 
$
105,354

 
$
90,702

 
 
 
 
Short‑term investments
 

 
 

Certificates of deposit (1)
$
35,906

 
$
29,054

 
 
 
 
Restricted cash equivalents and short‑term investments (4)
 

 
 

Cash deposits (1)
$
1,902

 
$
5,901

Certificates of deposit (1)
—

 
3,757

 
$
1,902

 
$
9,658


(1)
Recorded at cost plus accrued interest, which approximates fair value.
(2)
Amounts may be redeemed on a daily basis with the original issuer.
(3)
Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this Note).
(4)
Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note H).

The Company’s long‑term investment financial instruments are presented in the table of financial assets and liabilities measured at fair value within this note.
 
Concentrations of Credit Risk of Financial Instruments
 
The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents, and short‑term investments. The Company reduces credit risk by maintaining its cash deposits primarily in FDIC‑insured accounts and placing its unrestricted short‑term investments primarily in FDIC‑insured certificates of deposit with varying original maturities of ninety‑one days to one year. However, certain cash deposits and certificates of deposit may exceed federally insured limits. At December 31, 2013 and 2012, cash, cash equivalents, and certificates of deposit totaling $49.4 million and $53.8 million , respectively, were not FDIC insured.



77

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Fair Value Disclosure of Financial Instruments
 
The fair value of the Company’s Term Loan and notes payable debt obligations (see Note H) approximate the amounts recorded in the consolidated balance sheets as presented in the following table:
 
 
December 31
2013
 
December 31
2012
 
(in thousands)
 
Carrying Value  
 
Fair
Value
 
Carrying
Value  
 
Fair
Value
 
 
 
 
 
 
 
 
Term Loan (1)
$
83,750

 
$
83,750

 
$
95,000

 
$
95,000

Notes payable (2)
22,082

 
22,092

 
37,756

 
37,904

 
$
105,832

 
$
105,842

 
$
132,756

 
$
132,904


(1)
The Term Loan, which was entered into on June 15, 2012, carries a variable interest rate based on LIBOR, plus a margin, that is considered to be priced at market for debt instruments having similar terms and collateral requirements (Level 2 of the fair value hierarchy).
(2)
Fair value of the notes payable was determined using a present value income approach based on quoted interest rates from lending institutions with which the Company would enter into similar transactions (Level 2 of the fair value hierarchy).

Financial Assets Measured at Fair Value
 
The following table presents the assets that are measured at fair value on a recurring basis, based upon quoted prices for identical assets in active markets (Level 1 of the fair value hierarchy) as of December 31:
 
 
2013
 
2012
 
(in thousands)
 
 
 
 
Money market funds (1)
$
12,101

 
$
12,602

Equity, bond, and money market mutual funds held in trust related to the Voluntary Savings Plan (2)
3,063

 
3,035

 
$
15,164

 
$
15,637


(1)
Included in cash equivalents at December 31, 2013 and in cash equivalents and restricted cash equivalents at December 31, 2012.
(2)
Nonqualified deferred compensation plan investments consist of U.S. and international equity mutual funds, government and corporate bond mutual funds, and money market funds which are held in a trust with a third‑party brokerage firm. Quoted market prices are used to determine fair values of the investments which are included in other long‑term assets, with a corresponding liability reported within other long‑term liabilities.


NOTE D – ACQUISITION
 
On June 15, 2012, the Company acquired 100% of the common stock of Panther for $180.0 million in cash, net of cash acquired. The acquisition was funded with cash on hand and a $100.0 million secured Term Loan (see Note H). The results of Panther’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements. The acquisition of Panther enhances the Company’s end‑to‑end logistics solutions and expands the Company’s customer base and business diversification. Panther is reported as the Premium Logistics & Expedited Freight Services operating segment (see Note N).


78

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The following table summarizes the fair values of the acquired assets and liabilities at the acquisition date. Measurement period adjustments recorded to Panther’s goodwill during 2013 are presented in Note E.
 
 
Purchase
Allocation
 
(in thousands)
 
 

Accounts receivable
$
31,824

Prepaid expenses
5,205

Deferred income taxes
2,085

Property and equipment (excluding acquired software)
5,678

Software
31,600

Intangible assets
79,000

Other assets
3,866

Total identifiable assets acquired
159,258

 
 

Accounts payable
13,344

Accrued expenses and other current liabilities
7,436

Other liabilities
228

Deferred income taxes
29,307

Total liabilities
50,315

 
 

Net identifiable assets acquired
108,943

Goodwill
71,096

Cash paid, net of cash acquired
$
180,039

 
The fair value of accounts receivable acquired was $31.8 million , having a gross contractual amount of $32.3 million as of June 15, 2012 with $0.5 million expected by the Company to be uncollectible. The value assigned to acquired software reflects estimated reproduction costs, less an obsolescence allowance. The recorded amount of acquired software is being amortized on a straight‑line basis over seven years. Software is included within property, plant and equipment in the Company’s consolidated balance sheets. See Note E for further discussion of acquired goodwill and intangibles.
 
The Panther acquisition was recorded using the purchase method of accounting and, accordingly, the Panther operations have been included in the Company’s consolidated results of operations since the date of acquisition. For the year ended December 31, 2012, operating revenues of $132.3 million and operating income of $2.4 million related to Panther were included in the accompanying consolidated statements of operations. The Company recognized $2.1 million of acquisition related costs in second quarter 2012, which were included in operating expenses in the accompanying consolidated statements of operations. For segment reporting purposes, these transaction costs were reported within “Other and eliminations.”
 

79

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The following unaudited pro forma supplemental information presents the Company’s consolidated results of operations as if the Panther acquisition had occurred on January 1, 2011:
 

Twelve Months Ended
December 31
 
2012
2011
 
(in thousands, except per share data)



 
Operating revenues
$
2,171,075

$
2,141,057

Income (loss) before income taxes
$
(13,730
)
$
18,852

Net income (loss) attributable to Arkansas Best Corporation
$
(9,180
)
$
11,938

Diluted earnings (loss) per share
$
(0.36
)
$
0.45


The pro forma results of operations are based on historical information adjusted to include the pro forma effect of applying the Company’s accounting policies; eliminating sales transactions between the Company and Panther; adjusting amortization expense for the estimated acquired fair value and the amortization periods of software and intangible assets; adjusting interest expense and interest income for the financing of the acquisition; eliminating transaction expenses related to the acquisition; and the related tax effects of these adjustments. The pro forma information has also been adjusted for the impact on the income tax provision or benefit, as applicable, resulting from changes in deferred tax asset valuation allowances which were primarily attributable to the Panther acquisition. As a result, the pro forma information excludes the reversal of deferred tax valuation allowances of $3.3 million ( $0.13 per share) for the year ended December 31, 2012. The pro forma information is presented for illustrative purposes only and does not reflect either the realization of potential cost savings or any related integration costs. Certain business synergies and cost savings may result from the Panther acquisition, although there can be no assurance these will be achieved. This pro forma information does not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the date indicated, nor does the pro forma information intend to be a projection of results that may be obtained in the future.

On May 31, 2013, Albert Companies, Inc., a subsidiary of the Company whose operations are included in the Household Goods Moving Services segment (see Note N), acquired a privately‑owned logistics company for net cash consideration of $4.1 million . As the acquired business is not significant to the Company’s consolidated operating results and financial position, pro forma financial information and the purchase price allocation of acquired assets and liabilities have not been presented. The fair value assessment of acquired assets and liabilities as of the acquisition date is preliminary (with remaining matters primarily relating to tax matters and certain other items) and, thus, subject to change. The results of the acquired operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements.  


NOTE E – GOODWILL AND INTANGIBLE ASSETS
 
Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired. Goodwill by reportable operating segment consisted of the following:
 

Total
 
Household Goods
Moving Services

Premium Logistics
& Expedited
Freight Services

 
 
 

(in thousands)
 
 
 
 
 
 
Balances December 31, 2011
$
3,660

 
$
3,660

 
$
—

Goodwill acquired - Panther
69,529

 
—

 
69,529

Balances December 31, 2012
73,189

 
3,660

 
69,529

Purchase accounting adjustments
1,567

 
—

 
1,567

Goodwill acquired
1,692

 
1,692

 
—

Balances December 31, 2013
$
76,448

 
$
5,352

 
$
71,096


80

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


Goodwill of the Premium Logistics & Expedited Freight Services segment associated with the Panther acquisition was attributable primarily to intangible assets that do not qualify for separate recognition, an assembled workforce, and the recognition of deferred tax liabilities for the acquired intangible assets, including software, which are not deductible for income tax purposes. A substantial portion of the Panther goodwill is not deductible for income tax purposes. Purchase accounting adjustments reflect changes in the provisional measurements of accrued expenses and deferred taxes. Goodwill of $1.7 million related to the May 31, 2013 acquisition of a privately‑owned logistics company included in the Household Goods Moving Services segment (see Note D) is expected to be fully deductible for tax purposes.

Intangible assets consisted of the following for the years ended December 31:
 
 
 
 
 
 
2013
 
2012

Weighted‑Average
Amortization Period

Cost

Accumulated
Amortization

Net
Value
 
Accumulated
Amortization
 
Net
Value
 
(in years)

 

(in thousands)

 
 
(in thousands)
 
 











 
 
 
 
Finite‑lived intangible assets
 

 


 


 

 
 

 
 

Customer relationships
14
 
$
43,500

 
$
4,790

 
$
38,710

 
$
1,683

 
$
41,817

Driver network
3
 
3,200

 
1,645

 
1,555

 
578

 
2,622

 
13
 
46,700

 
6,435

 
40,265

 
2,261

 
44,439

Indefinite‑lived intangible assets
 
 
 

 
 

 
 

 
 

 
 

Trade name
N/A
 
32,300

 
N/A

 
32,300

 
N/A

 
32,300

Other
N/A
 
2,822

 
N/A

 
2,822

 
N/A

 
2,822

 
 
 
35,122

 
N/A

 
35,122

 
N/A

 
35,122

Total intangible assets
N/A
 
$
81,822

 
$
6,435

 
$
75,387

 
$
2,261

 
$
79,561

 
Intangible assets, except for the $2.8 million of other indefinite‑lived assets, were acquired in conjunction with the June 2012 acquisition of Panther. Intangible amortization expense totaled $4.2 million and $2.3 million (all of which pertained to the intangibles acquired in the Panther acquisition) for the year ended December 31, 2013 and 2012, respectively. Amortization expense on intangible assets (excluding acquired software which is reported within property, plant and equipment) is anticipated to range between $3 million and $4 million per year for the years ended December 31, 2014 through 2018. Acquired software is being amortized on a straight‑line basis over seven years, which resulted in $4.5 million and $2.5 million of amortization expense in 2013 and 2012, respectively, and is expected to result in $4.5 million of annual amortization expense for the years ended December 31, 2014 through 2018.
 
Annual impairment evaluations of goodwill and indefinite‑lived intangible assets were performed as of October 1, 2013 and 2012, and it was determined that there was no impairment of the recorded balances.
 


81

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE F – INCOME TAXES
 
Significant components of the provision or benefit for income taxes for the years ended December 31 were as follows:
 
 
2013

2012

2011
 
(in thousands)









Current provision (benefit):
 


 


 

Federal
$
12,739

 
$
—

 
$
(872
)
State
865

 
694

 
487

Foreign
413

 
405

 
489

 
14,017

 
1,099

 
104


 
 
 
 
 
Deferred provision (benefit):
 
 
 

 
 

Federal
(10,335
)
 
(8,656
)
 
2,664

State
160

 
(1,699
)
 
415

Foreign
(192
)
 
(4
)
 
(23
)
 
(10,367
)
 
(10,359
)
 
3,056

Total provision (benefit) for income taxes
$
3,650

 
$
(9,260
)
 
$
3,160

 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
 
Significant components of the deferred tax provision or benefit for the years ended December 31 were as follows:
 
 
2013

2012

2011
 
 

(in thousands)

 
Amortization, depreciation, and basis differences for property,
     plant and equipment, other long‑lived assets
$
(13,137
)
 
$
137

 
$
15,059

Amortization of intangibles
(3,048
)
 
(1,604
)
 
—

Changes in reserves for workers’ compensation and cargo claims
(1,751
)
 
(3,319
)
 
(970
)
Revenue recognition
(1,704
)
 
(253
)
 
654

Allowance for doubtful accounts
516

 
229

 
(705
)
Foreign tax credit carryforward
71

 
(133
)
 
(240
)
Nonunion pension and other retirement plans
3,493

 
702

 
(4,885
)
Deferred compensation plans
530

 
669

 
853

Federal net operating loss carryforwards
4,207

 
(2,538
)
 
(680
)
State net operating loss carryforwards
254

 
(725
)
 
705

State depreciation adjustments
569

 
20

 
(1,179
)
Share‑based compensation
(1,437
)
 
(702
)
 
(941
)
Valuation allowance decrease
(1,436
)
 
(3,180
)
 
(782
)
Leases
612

 
806

 
(316
)
Other accrued expenses
3,284

 
(1,586
)
 
(863
)
Other
(1,390
)
 
1,118

 
(2,654
)
Deferred tax provision (benefit)
$
(10,367
)
 
$
(10,359
)
 
$
3,056



82

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Significant components of deferred tax assets and liabilities at December 31 were as follows:
 
 
2013

2012
 
(in thousands)
Deferred tax assets:
 


 

Accrued expenses
$
50,311

 
$
51,715

Pension liabilities
4,404

 
34,163

Postretirement liabilities other than pensions
6,349

 
7,127

Share‑based compensation
5,898

 
6,034

Federal and state net operating loss carryforwards
9,840

 
14,071

Other
1,877

 
2,092

Total deferred tax assets
78,679

 
115,202

Valuation allowance
(1,028
)
 
(2,511
)
Total deferred tax assets, net of valuation allowance
77,651

 
112,691


 
 
 
Deferred tax liabilities:
 

 
 

Amortization, depreciation, and basis differences for property, plant and equipment,
     and other long‑lived assets
61,673

 
73,558

Intangibles
34,385

 
37,282

Revenue recognition
4,264

 
4,268

Prepaid expenses
3,875

 
3,647

Total deferred tax liabilities
104,197

 
118,755

Net deferred tax liabilities
$
(26,546
)
 
$
(6,064
)
 
Reconciliation between the effective income tax rate, as computed on income or loss before income taxes, and the statutory federal income tax rate for the years ended December 31 is presented in the following table:
 
 
2013

2012

2011
 
(in thousands)









Income tax provision (benefit) at the statutory federal rate
$
6,811

 
$
(5,947
)
 
$
3,323

Federal income tax effects of:
0

 
 

 
 

State income taxes
(359
)
 
352

 
(316
)
Nondeductible expenses
1,090

 
1,415

 
1,079

Life insurance proceeds and changes in cash surrender value
(1,320
)
 
(752
)
 
(906
)
Dividends received deduction
(9
)
 
(5
)
 
—

Alternative fuel tax credit
(1,935
)
 
—

 
(995
)
Decrease in valuation allowances
(1,436
)
 
(3,180
)
 
(211
)
Other
(440
)
 
(539
)
 
(182
)
Federal income tax provision (benefit)
2,402

 
(8,656
)
 
1,792

State income tax provision (benefit)
1,026

 
(1,005
)
 
902

Foreign income tax provision
222

 
401

 
466

Total provision (benefit) for income taxes
$
3,650

 
$
(9,260
)
 
$
3,160

Effective tax (benefit) rate
18.8
%
 
(54.5
)%
 
33.3
%
 
Income taxes paid totaled $13.4 million , $5.3 million , and $5.2 million in 2013, 2012, and 2011, respectively, before income tax refunds of $8.1 million , $7.1 million , and $4.6 million in 2013, 2012, and 2011, respectively.
 

83

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The tax benefit for exercised options and the tax benefit of dividends on share‑based payment awards, which were reflected in paid‑in capital, were $0.2 million for 2013 and an immaterial amount for 2012 and 2011.
 
The Company had state net operating loss carryforwards of $87.5 million and state contribution carryforwards of $1.2 million at December 31, 2013. These state net operating loss and contribution carryforwards expire in 5 to 20 years, with the majority of state expirations in 15 or 20 years. As of December 31, 2013, the Company had valuation allowances of $0.7 million related to foreign tax credit carryforwards and $0.3 million related to foreign net operating loss carryforwards, due to the uncertainty of realization of these items. Foreign tax credit carryforwards expire in 6 to 10 years. A valuation allowance of $1.5 million for certain state net operating losses and state deferred tax assets of the Company’s subsidiaries was reversed during 2013 as management determined the realization of the assets was more likely than not and that this valuation allowance was no longer required. Management’s determination was due to current and anticipated utilization of state net operating losses as a result of improved operating results in 2013, which used some state loss carryforwards and other factors that arose in 2013 including the finalization of of a new labor contract in November.

Federal income tax returns filed for tax years through 2009 are closed by the applicable statute of limitations. During 2012, the U.S. Internal Revenue Service (the “IRS”) notified the Company that the tax return for 2010 would be audited. The field work on this examination began in late 2012, and it is still in process at December 31, 2013. The Company is under examination by certain other taxing authorities. Although the outcome of such audits is always uncertain and could result in payment of additional taxes, the Company does not believe the results of any of these audits will have a material effect on its financial position, results of operations, or cash flows. 
 
For periods subsequent to the June 15, 2012 acquisition date, Panther has been included in consolidated federal income tax returns filed by the Company and in consolidated or combined state income tax returns in states permitting or requiring consolidated or combined income tax returns for affiliated groups such as the Company and its subsidiaries. For periods prior to the acquisition date, Panther and its subsidiaries filed as an affiliated group on a stand‑alone basis. The 2009 federal tax return of Panther was examined by the IRS and a report of no change was issued in 2013. Panther federal tax returns for years through 2009 are now closed by the statute of limitations. At December 31, 2013, Panther had federal net operating loss carryforwards of approximately $14.8 million from periods ending on or prior to June 15, 2012. State net operating loss carryforwards for the same periods are approximately $18.5 million . Federal net operating loss carryforwards will expire if not used within 18 years. State carryforward periods for Panther vary from 5 to 20 years. For federal tax purposes and for most states, the use of such carryforwards is limited by Section 382 of the Internal Revenue Code (“IRC”). The limitation applies by restricting the amount of net operating loss carryforwards that may be used in individual tax years subsequent to the acquisition date. However, it is not expected that the Section 382 limitation will result in the expiration of net operating loss carryforwards prior to their availability under Section 382.
 
The Company determined that no reserves for uncertain tax positions were required at December 31, 2012 and 2011 or during the years then ended. The Company established a reserve for uncertain tax positions of $0.3 million at December 31, 2013. The reserve relates to certain credits claimed on an amended federal return for 2009. No regulations have been issued by the IRS relating to the credit and there is no other guidance or case law applicable to the credit. The Company has no information on how the IRS may interpret the related statute, the manner of calculation, and how the credit applies in the Company’s circumstances. As a result, the Company does not believe the credit meets the standard for recognition at December 31, 2013 under the applicable accounting standards.
 
At December 31, 2013 and 2012, no accrued interest related to state income taxes to be paid on amended returns was required and at December 31, 2011, interest accrued on such state tax obligations totaled $0.1 million . Interest of less than $0.1 million in 2013, 2012, and 2011 was paid related to federal and state income taxes. Interest of $0.2 million was accrued in 2012 for certain foreign income tax obligations. Interest of $0.2 million was paid in 2013 on the foreign income tax obligations, and accrued interest on the foreign income tax obligations of less than $0.1 million remained at December 31, 2013.
 

NOTE G – OPERATING LEASES
 
While the Company maintains ownership of most of its larger terminals and distribution centers, certain facilities and equipment are leased. Certain of the leases are renewable for additional periods with similar rent payments. Rental expense for operating leases, including rentals with initial terms of less than one year, totaled $24.1 million , $20.3 million , and $18.9 million in 2013, 2012, and 2011, respectively.


84

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The future minimum rental commitments as of December 31, 2013 for all noncancelable operating leases were as follows:
 

Total

Land and Structures

Equipment
and
Other
 
(in thousands)









2014
$
14,513

 
$
13,408

 
$
1,105

2015
11,557

 
10,944

 
613

2016
8,791

 
8,721

 
70

2017
6,875

 
6,838

 
37

2018
5,509

 
5,509

 
—

Thereafter
13,136

 
13,136

 
—

 
$
60,381

 
$
58,556

 
$
1,825



NOTE H – LONG‑TERM DEBT AND FINANCING ARRANGEMENTS
 
Long‑Term Debt Obligations
 
Long‑term debt consisted of a Term Loan under the Credit Agreement (further described in Financing Arrangements within this Note) and notes payable and capital lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in ABF Freight’s operations), real estate, and certain other equipment as follows:
 
 
December 31
 
2013

2012
 
(in thousands)






Term Loan (interest rate of 1.7% at December 31, 2013)
$
83,750

 
$
95,000

Notes payable (weighted‑average interest rate of 3.0% at December 31, 2013)
22,082

 
37,756

Capital lease obligations (weighted‑average interest rate of 4.8% at December 31, 2013)
7,013

 
23,229

 
112,845

 
155,985

Less current portion
31,513

 
43,044

Long‑term debt, less current portion
$
81,332

 
$
112,941

 

85

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Scheduled maturities under the Term Loan and notes payable and future minimum payments under capital lease obligations included in long‑term debt as of December 31, 2013 were as follows:
 
 
 

 

Notes Payable

Capital Lease Obligations (2)
 
 

Term

Revenue

Revenue

Land and

Equipment
 
Total

Loan (1)

Equipment

Equipment

Structures

and Other
 
(in thousands)


















2014
$
33,659

 
$
15,178

 
$
15,561

 
$
2,425

 
$
200

 
$
295

2015
28,467

 
17,716

 
7,033

 
3,061

 
206

 
451

2016
19,313

 
19,100

 
—

 
—

 
213

 
—

2017
37,121

 
36,902

 
—

 
—

 
219

 
—

2018
226

 
—

 
—

 
—

 
226

 
—

Thereafter
252

 
—

 
—

 
—

 
252

 
—

Total payments
119,038

 
88,896

 
22,594

 
5,486

 
1,316

 
746

Less amounts representing interest
6,193

 
5,146

 
512

 
284

 
215

 
36

Long‑term debt
$
112,845

 
$
83,750

 
$
22,082

 
$
5,202

 
$
1,101

 
$
710


(1)
The future interest payments included in the scheduled maturities due under the Term Loan are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin (see Term Loan within the Financing Arrangements section of this Note).
(2)
Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.

Assets secured by notes payable or held under capital leases at December 31 were included in property, plant and equipment as follows:
 
 
2013

2012
 
(in thousands)
Revenue equipment
58,613

 
93,004

Land and structures (terminals)
$
1,794

 
$
1,794

Service, office, and other equipment
1,758

 
1,813

 
3,552

 
3,607

Less accumulated amortization (1)
26,847

 
35,183

Net assets secured by notes payable or held under capital leases 
$
(23,295
)
 
$
(31,576
)

(1)
Amortization of assets secured by notes payable or held under capital leases is included in depreciation expense.
 
The Company’s long‑term debt obligations have a weighted‑average interest rate of 2.1% at December 31, 2013. The Company paid interest of $3.6 million in 2013, $4.5 million in 2012, and $3.3 million in 2011, net of capitalized interest which totaled $0.1 million for the year ended December 31, 2013 and less than $0.1 million for each of the years ended December 31, 2012 and 2011.
 

86

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Financing Arrangements
 
Term Loan
On June 15, 2012, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions. Pursuant to the Credit Agreement, a five ‑year, $100.0 million secured term loan (the “Term Loan”) was obtained to finance a portion of the cost of the acquisition of Panther (see Note D). The Credit Agreement also provides the Company with the right to request revolving commitments thereunder up to an aggregate amount of $75.0 million , subject to the satisfaction of certain additional conditions provided in the agreement; however, borrowings under the revolving commitments would replace borrowing capacity under the accounts receivable securitization program which is discussed within this Note. There have been no borrowings under the revolving commitments. The Term Loan is secured by a lien on certain of the Company’s assets and pledges of the equity interests in certain subsidiaries (with these assets and subsidiaries defined in the Credit Agreement). The Term Loan requires quarterly principal payments and monthly interest payments, with remaining amounts outstanding due upon the maturity date of June 15, 2017. Borrowings under the Term Loan can be repaid in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Term Loan allows for the election of interest at a base rate or LIBOR plus a margin based on the adjusted leverage ratio, as defined, which is measured at the end of each fiscal quarter. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type including, but not limited to, a minimum fixed charge coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, transactions with affiliates, mergers, consolidations, and purchases and sales of assets. As of December 31, 2013, the Company was in compliance with the covenants. For the reporting period ended December 31, 2013, the Company’s fixed charge coverage ratio was 2.21 to 1.0, compared to the minimum ratio required by the Credit Agreement of 1.25 to 1.0.
 
Notes Payable and Capital Leases
ABF Freight has financed the purchase of certain revenue equipment through promissory note arrangements. The promissory notes specify the terms of the arrangements, including the monthly payment and interest rates. The Company did not enter into any promissory note arrangements in 2013. ABF Freight entered into 36 ‑month promissory notes during 2012 and 2011 to finance $38.0 million and $28.5 million of revenue equipment, respectively.
 
The Company has financed revenue equipment, real estate, and certain other equipment through capital lease agreements. ABF Freight entered into capital lease agreements totaling less than $0.1 million in 2013 to finance the purchase of certain equipment. During 2011, ABF Freight entered into 36 ‑month capital lease agreements to finance $1.9 million of revenue equipment. The capital lease agreements specify the terms of the arrangements, including the monthly base rent and interest rates.

Accounts Receivable Securitization Program
The Company has an accounts receivable securitization program with PNC Bank which provides for cash proceeds of an amount up to $75.0 million . Under this facility, which matures on June 15, 2015, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy‑remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Advances under the facility bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. As of December 31, 2013, the Company was in compliance with the covenants. There have been no borrowings under this facility.
 
The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third‑party casualty claims liabilities in various states in which the Company is self‑insured. The outstanding standby letters of credit reduce the availability of borrowings under the facility. As of December 31, 2013, standby letters of credit of $20.3 million have been issued under the facility, which reduced the available borrowing capacity to $54.7 million . 

 

87

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Letter of Credit Agreements and Surety Bond Programs
The Company has agreements with certain financial institutions to provide collateralized facilities for the issuance of letters of credit (“LC Agreements”). These financial institutions issue letters of credit on behalf of the Company primarily in support of the self‑insurance program previously discussed within this Note. The LC Agreements contain no financial ratios or financial covenants which the Company is required to maintain. The LC Agreements generally require cash or short‑term investments to be pledged as collateral for outstanding letters of credit. The Company had letters of credit outstanding of $22.8 million (including $20.3 million issued under the accounts receivable securitization program previously described within this Note) as of December 31, 2013, and $22.7 million as of December 31, 2012, of which $1.9 million and $5.9 million , respectively, were collateralized by restricted cash and short‑term investments under the LC Agreements. The Company had up to $58.1 million available as of December 31, 2013 for issuance of letters of credit, subject to the Company’s compliance with the requirements of issuance.
 
The Company has programs in place with multiple surety companies for the issuance of partially secured or unsecured surety bonds in support of the self‑insurance program discussed in the previous paragraphs. As of December 31, 2013 and 2012, surety bonds outstanding related to the collateralized self‑insurance program totaled $12.7 million and $13.8 million , respectively. The outstanding bonds were collateralized by letters of credit of $3.8 million at December 31, 2013 issued under the previously described accounts receivable securitization program, and $3.8 million of restricted short‑term investments in certificates of deposit at December 31, 2012. Under separate uncollateralized bond programs, surety bonds outstanding related to the Company’s self‑insurance program totaled $43.8 million and $36.6 million as of December 31, 2013 and 2012, respectively.

NOTE I – ACCRUED EXPENSES
 
 
December 31
 
2013

2012
 
(in thousands)






Accrued compensation
$
22,734

 
$
15,841

Accrued vacation pay
36,246

 
40,473

Taxes other than income
7,418

 
7,366

Workers’ compensation, third‑party casualty, and loss and damage claims reserves
92,166

 
86,969

Other
15,058

 
8,019

 
$
173,622

 
$
158,668



NOTE J – EMPLOYEE BENEFIT PLANS

Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans
 
The Company has a noncontributory defined benefit pension plan covering substantially all noncontractual employees hired before January 1, 2006. Benefits under the defined benefit pension plan are generally based on years of service and employee compensation. The Company’s contributions to the defined benefit pension plan are based upon the minimum funding levels required under provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 (the “PPA”), with the maximum contributions not to exceed deductible limits under the IRC. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who were active employees of the Company became eligible to participate in the Company’s nonunion defined contribution plan in which substantially all noncontractual employees hired subsequent to December 31, 2005 also participate (see Defined Contribution Plans section within this Note).

The June 2013 amendment to the nonunion defined benefit pension plan resulted in a plan curtailment which was recorded as of June 30, 2013. The effect of the plan curtailment was a reduction of the projected benefit obligation (“PBO”) to the amount of the plan’s accumulated benefit obligation. The decrease in the PBO reduced the unrecognized net actuarial loss of the plan, which is reported on an after‑tax basis in accumulated other comprehensive loss in the consolidated balance sheet. No curtailment gain or

88

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

loss was recognized in current earnings. The unrecognized net actuarial loss was also reduced by a net actuarial gain which resulted from the remeasurement of the assets and PBO of the plan upon curtailment. The freeze of the accrual of benefits effective as of July 1, 2013, and the reduction of the PBO upon plan curtailment reduced the total service and interest cost for the plan year ending December 31, 2013. Because total 2013 lump‑sum benefit distributions from the plan exceeded the total annual service and interest cost of the plan, the Company recognized pension settlement expense in 2013. Amounts recorded for the curtailment and settlements of the nonunion defined benefit pension plan for the year ended December 31, 2013 are presented in the tables within this Note.

The Company also has an unfunded supplemental benefit plan (“SBP”) for the purpose of supplementing benefits under the Company’s nonunion defined benefit pension plan for executive officers designated as participants in the SBP by the Company’s Board of Directors. The Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) elected to close the SBP to new entrants and to place a cap on the maximum payment per participant to existing participants in the SBP effective January 1, 2006. In place of the SBP, eligible officers of the Company appointed after 2005 participate in a long‑term cash incentive plan (see Long‑Term Cash Incentive Plan section within this Note). Effective December 31, 2009, the Compensation Committee elected to freeze the accrual of benefits for remaining participants under the SBP. With the exception of early retirement penalties that may apply in certain cases, the valuation inputs for calculating the frozen SBP benefits to be paid to participants, including final average salary and the interest rate, were frozen at December 31, 2009.
 
The Company sponsors an insured postretirement health benefit plan that provides supplemental medical benefits and dental benefits primarily to certain officers of the Company and certain subsidiaries. Effective January 1, 2011, retirees began paying a portion of the premiums under the plan according to age and coverage levels. The amendment to the plan to implement retiree premiums resulted in an unrecognized prior service credit which was recorded in accumulated other comprehensive loss and is being amortized over approximately eight years. Premiums charged to retirees under the postretirement health benefit plan were increased effective January 1, 2014, which contributed to the actuarial gain recognized for the plan effective December 31, 2013.

The following table discloses the changes in benefit obligations and plan assets of the Company’s nonunion benefit plans for years ended December 31, the measurement date of the plans:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2013

2012

2013

2012
 
(in thousands)
Change in benefit obligations
 


 


 


 


 


 

Benefit obligations at beginning of year
$
260,950

 
$
244,402

 
$
7,213

 
$
7,620

 
$
18,308

 
$
17,553

Service cost
4,734

 
9,189

 
—

 
—

 
331

 
315

Interest cost
7,784

 
8,692

 
150

 
210

 
751

 
749

Actuarial (gain) loss
(10,797
)
 
15,893

 
(271
)
 
509

 
(2,484
)
 
277

Benefits paid
(22,486
)
 
(17,226
)
 
—

 
(1,126
)
 
(588
)
 
(586
)
Curtailment gain
(29,262
)
 
—

 
—

 
—

 
—

 
—

Settlement loss
737

 
—

 
—

 
—

 
—

 
—

Benefit obligations at end of year
211,660

 
260,950

 
7,092

 
7,213

 
16,318

 
18,308

Change in plan assets
 

 
 

 
 

 
 

 
 

 
 

Fair value of plan assets at beginning
    of year
181,225

 
161,249

 
—

 
—

 
—

 
—

Actual return on plan assets
31,074

 
19,202

 
—

 
—

 
—

 
—

Employer contributions
17,800

 
18,000

 
—

 
1,126

 
588

 
586

Benefits paid
(22,486
)
 
(17,226
)
 
—

 
(1,126
)
 
(588
)
 
(586
)
Fair value of plan assets at end of year
207,613

 
181,225

 
—

 
—

 
—

 
—

Funded status
$
(4,047
)
 
$
(79,725
)
 
$
(7,092
)
 
$
(7,213
)
 
$
(16,318
)
 
$
(18,308
)

 
 
 
 
 
 
 
 
 
 
 
Accumulated benefit obligation
$
211,660

 
$
230,305

 
$
7,092

 
$
7,213

 
$
16,318

 
$
18,308

 

89

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Amounts recognized in the consolidated balance sheets at December 31 consisted of the following:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2013

2012

2013

2012
 
(in thousands)
Current liabilities (included in accrued expenses)
$
—

 
$
—

 
$
—

 
$
—

 
$
(610
)
 
$
(573
)
Noncurrent liabilities (included in pension and postretirement liabilities)
(4,047
)
 
(79,725
)
 
(7,092
)
 
(7,213
)
 
(15,708
)
 
(17,735
)
Liabilities recognized
$
(4,047
)
 
$
(79,725
)
 
$
(7,092
)
 
$
(7,213
)
 
$
(16,318
)
 
$
(18,308
)

The following is a summary of the components of net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2011

2013

2012

2011

2013

2012

2011
 
(in thousands)
Service cost
$
4,734

 
$
9,189

 
$
8,655

 
$
—

 
$
—

 
$
—

 
$
331

 
$
315

 
$
224

Interest cost
7,784

 
8,692

 
9,954

 
150

 
210

 
386

 
751

 
749

 
781

Expected return on
    plan assets
(13,313
)
 
(12,063
)
 
(12,584
)
 
—

 
—

 
—

 
—

 
—

 
—

Amortization of prior
    service credit
—

 
—

 
—

 
—

 
—

 
—

 
(190
)
 
(190
)
 
(190
)
Pension settlement expense
2,111

 
—

 
—

 
—

 
—

 
1,125

 
—

 
—

 
—

Amortization of net
    actuarial loss (1)
7,140

 
10,767

 
6,921

 
260

 
202

 
328

 
535

 
416

 
112

Net periodic benefit cost
$
8,456

 
$
16,585

 
$
12,946

 
$
410

 
$
412

 
$
1,839

 
$
1,427

 
$
1,290

 
$
927


(1)
The Company amortizes actuarial losses over the average remaining active service period of the plan participants and does not use a corridor approach.
 
The following is a summary of the pension settlement distributions and settlement expense for the years ended December 31:
 
 
Nonunion Defined
Benefit Pension Plan
 
Supplemental
Benefit Plan
 
2013 (1)
 
2012
 
2011
 
2013

2012 (2)

2011
 
(in thousands, except per share data)
Pension settlement distributions
$
20,104

 
$
—

 
$
—

 
$
—

 
$
1,126

 
$
2,526

Pension settlement expense, pre‑tax
$
2,111

 
$
—

 
$
—

 
$
—

 
$
—

 
$
1,125

Pension settlement expense per diluted share, net of taxes
$
0.05

 
—

 
—

 
—

 
—

 
$
0.03

 


(1)
Pension settlement distributions represent lump‑sum benefit distributions paid in 2013.
(2)
2012 SBP distribution related to an officer retirement that occurred in 2011. The benefit distribution amount was fixed at the retirement date, but IRC Section 409A requires that distributions to certain key employees under the SBP be delayed for six months after retirement. The pension settlement expense related to this distribution was recognized in 2011 and is included in this table for 2011.
 

90

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Included in accumulated other comprehensive loss at December 31 were the following pre‑tax amounts that have not yet been recognized in net periodic benefit cost:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2013

2012

2013

2012
 
(in thousands)
Unrecognized net actuarial loss
$
16,003

 
$
82,337

 
$
1,778

 
$
2,308

 
$
150

 
$
3,169

Unrecognized prior service credit
—

 
—

 
—

 
—

 
(887
)
 
(1,077
)
Total
$
16,003

 
$
82,337

 
$
1,778

 
$
2,308

 
$
(737
)
 
$
2,092


The following amounts, which are reported within accumulated other comprehensive loss, are expected to be recognized as components of net periodic benefit cost in 2014 on a pre‑tax basis. (Amounts exclude the effect of pension settlements, which are further discussed under Nonunion Defined Benefit Pension Plan Assets within this Note.) 


Nonunion
Defined Benefit
Pension Plan

Supplemental
Benefit
Plan

Postretirement
Health
Benefit Plan
 
 

(in thousands)

 
Unrecognized net actuarial loss
$
2,008

 
$
226

 
$
17

Unrecognized prior service credit
—

 
—

 
(190
)
Total
$
2,008

 
$
226

 
$
(173
)
 
The discount rate is determined by matching projected cash distributions with appropriate high‑quality corporate bond yields in a yield curve analysis. Prior to the June 30, 2013 curtailment of the nonunion defined benefit pension plan, the Company established the assumed rate of compensation increase for the plan at the measurement date by considering historical changes in compensation combined with an estimate of compensation rates for the next 2 years. Weighted‑average assumptions used to determine nonunion benefit obligations at December 31 were as follows:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2013

2012

2013

2012
Discount rate (1)
3.8%
 
3.1%
 
2.8%
 
2.1%
 
4.7%
 
3.8%
Rate of compensation increase (2)
N/A
 
3.3%
 
N/A
 
N/A
 
N/A
 
N/A
 

(1)
The discount rate was determined at December 31, 2013 and 2012, respectively. The discount rate used to remeasure the PBO of the nonunion defined benefit pension plan upon the June 30, 2013 remeasurement for curtailment and the September 30, 2013 remeasurement for settlement was 3.9% and 3.7% , respectively.
(2)
The compensation assumption was not applicable to the nonunion defined benefit pension plan obligation as of December 31, 2013 due to the 2013 plan amendment which froze the accrual of benefits as of July 1, 2013.
 

91

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Weighted‑average assumptions used to determine net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31 were as follows:
 

Nonunion Defined
Benefit Pension Plan

Supplemental
Benefit Plan

Postretirement
Health Benefit Plan
 
2013

2012

2011

2013

2012

2011

2013

2012

2011
Discount rate (1)
3.1%
 
3.7%
 
4.7%
 
2.1%
 
3.2%
 
4.1%
 
3.8%
 
4.3%
 
5.4%
Expected return on plan assets
7.5%
 
7.5%
 
7.5%
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
Rate of compensation increase (2)
3.3%
 
3.3%
 
3.2%
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 

(1)
The discount rate was determined at December 31, 2012, 2011, and 2010 for the year 2013, 2012, and 2011, respectively.
(2)
The compensation assumption was no longer applicable for determining net periodic benefit cost of the nonunion defined benefit pension plan upon the June 30, 2013 remeasurement for plan curtailment due to the accrual of benefits being frozen as of July 1, 2013.
 
The assumed health care cost trend rates for the Company’s postretirement health benefit plan at December 31 were as follows:
 
 
2013
 
2012
 
Pre‑65
 
Post‑65 (1)
 

 
 
 
 
Health care cost trend rate assumed for next year
8.0
%
 
5.0
%
 
8.5
%
Rate to which the cost trend rate is assumed to decline
5.0
%
 
5.0
%
 
5.0
%
Year that the rate reaches the cost trend assumed rate
2020

 
2020

 
2020

 


(1)
The post‑65 assumed health care cost trend rates were established separate from the pre‑65 trend rates as of December 31, 2013, reflecting lower medical cost trend rates for this age group as determined by actuarial analysis. The change in trend rates for 2013 contributed significantly to the net actuarial gain upon the December 31, 2013 plan remeasurement.

The health care cost trend rates have a significant effect on the obligations reported for health care plans. A one ‑percentage‑point change in assumed health care cost trend rates would have the following effects on the Company’s postretirement health benefit plan for the year ended December 31, 2013:
 
 
One Percentage Point
 
Increase

Decrease
 
(in thousands)
Effect on total of service and interest cost components
$
220

 
$
(174
)
Effect on postretirement benefit obligation
$
2,854

 
$
(2,330
)


92

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Estimated future benefit payments from the Company’s nonunion defined benefit pension, SBP, and postretirement health benefit plans, which reflect expected future service as appropriate, as of December 31, 2013 are as follows:
 

Nonunion
Defined Benefit
Pension Plan (1)

Supplemental
Benefit
Plan

Postretirement
Health
Benefit Plan



(in thousands)











2014
$
22,396

 
$
—

 
$
610

2015
$
20,628

 
$
—

 
$
666

2016
$
19,792

 
$
1,235

 
$
709

2017
$
18,785

 
$
—

 
$
759

2018
$
17,187

 
$
—

 
$
860

2018‑2022
$
73,713

 
$
7,042

 
$
4,620

 
(1)
Includes the amounts of future periodic benefit payments estimated as of December 31, 2013 for which the related pension obligation was settled with the purchase of a nonparticipating annuity contract purchase in January 2014 (as discussed in Nonunion Defined Benefit Pension Plan Assets within this section of the Note). The amount paid for the related contract premium is excluded from the 2014 payments presented.

Based upon currently available actuarial information, which is subject to change upon completion of the 2014 actuarial valuation of the plan, the Company does not expect to have cash outlays for required minimum contributions to its nonunion defined benefit pension plan in 2014.The plan had an adjusted funding target attainment percentage (“AFTAP”) of 102.7% as of the January 1, 2013 valuation date. The AFTAP is determined by measurements prescribed by the IRC, which differ from the funding measurements for financial statement reporting purposes.

Nonunion Defined Benefit Pension Plan Assets
The Company establishes the expected long‑term rate of return on nonunion defined benefit pension plan assets, which are held in trust, by considering the historical returns for the current mix of investments. In addition, consideration is given to the range of expected returns for the current pension plan investment mix provided by the plan’s investment advisor. This approach is intended to establish a long‑term, nonvolatile rate. The Company’s long‑term expected rate of return utilized in determining its 2014 nonunion defined benefit pension plan expense is expected to be 6.5% .
 
The overall objectives of the investment strategy for the Company’s nonunion defined benefit plan are to achieve a rate of return that over the long term will fund liabilities and provide for required benefits under the plan in a manner that satisfies the fiduciary requirements of ERISA. The investment strategy aims to maximize the long‑term return on plan assets subject to an acceptable level of investment risk, liquidity risk, and funding risk utilizing target asset allocations for investments. The plan’s long‑term asset allocation policy is intended to protect or improve the purchasing power of plan assets and provide adequate diversification to limit the possibility of experiencing a substantial loss over a one ‑year period.
 

93

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The weighted‑average target, acceptable ranges, and actual asset allocations of the Company’s nonunion defined benefit pension plan at December 31 is summarized in the following table:
 
 
2013
 
Weighted‑Average Allocation
 
Target
Allocation
 
Acceptable
Range
 
2013

2012
Equity Securities
 

 
 
 
 


 

Large Cap U.S. Equity
20.0
%
 
15.0% – 30.0%
 
23.8
%
 
32.1
%
Mid Cap U.S. Equity
10.0

 
8.0% – 12.0%
 
10.7

 
11.1

Small Cap U.S. Equity
10.0

 
8.0% – 12.0%
 
10.5

 
11.1

International Equity
15.0

 
11.0% – 19.0%
 
12.5

 
11.1

Emerging Market Equity
—

 
—
 
—

 
5.0




 
 
 
 
 
 
Income Securities
 

 
 
 
 

 
 

Debt Instruments
20.0

 
15.0% – 25.0%
 
17.6

 
22.4

Floating Rate Loan Fund
5.0

 
3.0% – 10.0%
 
3.6

 
4.0




 
 
 
 
 
 
Cash Equivalents
 

 
 
 
 

 
 

Cash and Cash Equivalents
20.0

 
10.0% – 25.0%
 
21.3

 
3.2

 
100.0
%
 
 
 
100.0
%
 
100.0
%

Investment balances and results are reviewed quarterly. Investment performance is generally compared to the three ‑to‑ five year performance of recognized market indices as well as analyzed for periods shorter than three years for each investment fund and over five years for the total fund. Although investment allocations which fall outside the acceptable range at the end of any quarter are usually rebalanced based on the target allocation, the Company has the discretion to maintain cash or other short‑term investments during periods of market volatility. The plan had a higher investment allocation to cash and cash equivalents as of December 31, 2013 compared to the prior year in preparation for investment changes anticipated in January 2014.

In consideration of the freeze of the accrual of benefits under the nonunion defined benefit pension plan effective July 1, 2013, as previously described within this Note, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries currently receiving monthly benefit payments. Upon payment of the $25.4 million premium for the annuity contract, pension benefit obligations totaling $23.3 million were transferred to the insurance company. Because the total of lump‑sum distributions plus the nonparticipating annuity contract purchase amount will exceed the annual interest costs of the plan, the Company will recognize settlement expense as a component of net periodic benefit cost in first quarter 2014 of approximately $2.0 million to $3.0 million (pre ‑ tax) with a corresponding reduction of the net actuarial loss of the plan, which is reported within accumulated other comprehensive loss. The remaining pre‑tax unrecognized net actuarial loss will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will incur additional quarterly settlement expense related to lump ‑ sum distributions from the nonunion defined benefit pension plan in 2014.

Following the previously described annuity contract purchase, the target investment allocation of nonunion defined benefit pension plan assets will be adjusted from the asset allocation as of December 31, 2013 (presented in the previous table) by decreasing the cash equivalents target allocation from 20.0% to 10.0% and increasing the debt instruments target allocation from 20.0% to 30.0% .

Certain types of investments and transactions are prohibited or restricted by the Company’s written pension investment policy, including, but not limited to, borrowing of money; purchase of securities on margin; short sales; pledging, mortgaging, or hypothecating securities except loans of securities that are fully‑collateralized; purchase or sale of futures, options, or derivatives for speculation or leverage; purchase or sale of commodities; or illiquid interests in real estate or mortgages. Historically, index funds have primarily been used for investments in equity and fixed income securities; however, in recent years the Company has invested in actively managed portfolios. Beginning in 2009, the Company invested a portion of the plan’s income securities into an actively managed portfolio of short‑term debt instruments. The objectives of this portfolio are to preserve principal and maintain an investment maturity structure that matches scheduled cash flows of benefit payments. In addition to the requirements of the

94

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

investment policy, certain investment restrictions apply to the actively managed portfolio, including: minimum acceptable credit quality of securities; maximum maturity of investments of seven years; and, at the time of purchase, no single issue or issuer other than U.S. government securities representing more than 5% of portfolio investments, and no more than 25% of the portfolio invested in BBB rated debt. Beginning in 2011, the Company invested a portion of the plan’s equity investments in an actively managed portfolio of mid‑cap U.S. equity securities. In 2012, a portion of the plan’s income security investments were placed in a separate actively managed portfolio of short duration debt instruments, with certain investment restrictions, including: guidelines for allowable securities and certain maximum concentrations of investments; maintenance of an average effective duration period not to exceed three years; and minimum acceptable credit quality of securities.

The fair value of the Company’s nonunion defined benefit pension plan assets at December 31, 2013, by major asset category and fair value hierarchy level (see Fair Value Measurements accounting policy in Note B), were as follows:
 
 
 

Fair Value Measurements Using

Total

Quoted Prices
In Active
Markets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)





(in thousands)


Cash and Cash Equivalents (1)
$
44,166

 
$
44,166

 
$
—

 
$
—

Debt Instruments (2)
36,517

 
—

 
36,517

 
—

Floating Rate Loans (3)
7,594

 
7,594

 
—

 
—

Large Cap U.S. Equity
49,281

 
49,281

 
—

 
—

Mid Cap U.S. Equity
22,181

 
22,181

 
—

 
—

Small Cap U.S. Equity
21,848

 
21,848

 
—

 
—

International Equity
26,026

 
26,026

 
—

 
—

 
$
207,613

 
$
171,096

 
$
36,517

 
$
—


(1)
Consists primarily of money market mutual funds.
(2)
Includes corporate debt instruments ( 37% ), treasury instruments ( 24% ), mortgage‑backed instruments ( 27% ), municipal debt instruments ( 5% ), asset‑backed instruments ( 4% ), and agency debt instruments ( 3% ) which are priced using daily bid prices. The fair value measurements are provided by a pricing service which uses the market approach with inputs derived from observable market data.
(3)
Consists of a floating rate loan mutual fund.


95

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The fair value of the Company’s nonunion defined benefit pension plan assets at December 31, 2012, by major asset category and fair value hierarchy level (see Fair Value Measurements accounting policy in Note B), were as follows:
 
 
 
 
Fair Value Measurements Using

Total
 
Quoted Prices
In Active
Markets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)





(in thousands)


Cash and Cash Equivalents (1)
$
5,752

 
$
5,752

 
$
—

 
$
—

Debt Instruments (2)
40,556

 
—

 
40,556

 
—

Floating Rate Loans (3)
7,244

 
7,244

 
—

 
—

Large Cap U.S. Equity
58,210

 
58,210

 
—

 
—

Mid Cap U.S. Equity
20,226

 
20,226

 
—

 
—

Small Cap U.S. Equity
20,044

 
20,044

 
—

 
—

International Equity
20,046

 
20,046

 
—

 
—

Emerging Market Equity
9,147

 
9,147

 
—

 
—

 
$
181,225

 
$
140,669

 
$
40,556

 
$
—


(1)
Consists primarily of money market mutual funds.
(2)
Includes mortgage‑backed instruments ( 34% ), corporate debt instruments ( 33% ), treasury instruments ( 23% ), municipal debt instruments ( 5% ), and asset‑backed instruments ( 5% ) which are priced using daily bid prices. The fair value measurements are provided by a pricing service which uses the market approach with inputs derived from observable market data.
(3)
Consists of a floating rate loan mutual fund.


Deferred Compensation Plans
 
The Company has deferred salary agreements with certain executives for which liabilities of $5.2 million and $5.5 million were recorded as of December 31, 2013 and 2012, respectively. The deferred salary agreements include a provision that immediately vests all benefits and provides for a lump‑sum payment upon a change in control of the Company. The Compensation Committee elected to close the deferred salary agreement program to new entrants effective January 1, 2006. In place of the deferred salary agreement program, officers appointed after 2005 participate in the Long‑Term Cash Incentive Plan (see Long‑Term Cash Incentive Plan section within this Note).
 
An additional benefit plan provides certain death and retirement benefits for certain officers and directors of an acquired company and its former subsidiaries. The Company had recorded liabilities of $0.8 million at December 31, 2013 and 2012 for future costs under this plan.
 
The Company maintains a Voluntary Savings Plan (“VSP”), a nonqualified deferred compensation program for the benefit of certain executives of the Company and certain subsidiaries. Eligible employees may defer receipt of a portion of their salary and incentive compensation into the VSP by making an election prior to the beginning of the year in which the salary compensation is payable and, for incentive compensation, by making an election at least six months prior to the end of the performance period to which the incentive relates. The Company credits participants’ accounts with applicable rates of return based on a portfolio selected by the participants from the investments available in the plan. The Company match related to the VSP was suspended beginning January 1, 2010. All deferrals, Company match, and investment earnings are considered part of the general assets of the Company until paid. Accordingly, the consolidated balance sheets reflect the fair value of the aggregate participant balances, based on quoted prices of the mutual fund investments, as both an asset and a liability of the Company. As of December 31, 2013 and 2012, VSP balances of $3.1 million and $3.0 million , respectively, were included in other long‑term assets with a corresponding amount recorded in other long‑term liabilities.
 

96

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Defined Contribution Plans
 
The Company and its subsidiaries have various defined contribution 401(k) plans that cover substantially all employees. The plans permit participants to defer a portion of their salary up to a maximum of 69% as determined under Section 401(k) of the IRC. For certain participating subsidiaries, the Company has historically matched 50% of nonunion participant contributions up to the first 6% of annual compensation. The plans also allow for discretionary Company contributions determined annually. The Company match was suspended for 2011 and was reinstated beginning January 1, 2012. The Company’s matching expense for the 401(k) plans totaled $4.5 million and $3.8 million for 2013 and 2012, respectively.
 
Effective July 1, 2013, participants in the nonunion defined benefit pension plan who were active employees of the Company became eligible for the Company’s nonunion defined contribution plan in which substantially all noncontractual employees hired subsequent to December 31, 2005 also participate. Participants are fully vested in their benefits under the defined contribution plan after three years of service. The Company may make discretionary contributions to the defined contribution plan. In 2013 and 2011, the Company recognized expense of $5.9 million and $1.1 million , respectively, related to its contributions to the defined contribution plan. No contributions were made to the plan for 2012.

Long‑Term Cash Incentive Plan
 
The Company maintains a performance‑based Long‑Term Cash Incentive Plan for officers of the Company or its subsidiaries who are not active participants in the deferred salary agreement program. The Long‑Term Cash Incentive Plan incentive, which is generally earned over three years, is based in part upon a proportionate weighting of return on capital employed and shareholder returns compared to a peer group, as specifically defined in the Long‑Term Cash Incentive Plan. Minimum performance requirements were not achieved as of December 31, 2011 and 2012 and, as a result, no incentive payments were accrued for these years. Based on total shareholder returns relative to a peer group, $4.2 million was accrued as of December 31, 2013 for future payments under the plans.

Other Plans
 
Other long‑term assets include $43.8 million and $41.6 million at December 31, 2013 and 2012, respectively, in cash surrender value of life insurance policies. These policies are intended to provide funding for long‑term nonunion benefit arrangements such as the Company’s SBP and deferred compensation plans. A portion of the Company’s cash surrender value of variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. The Company recognized gains associated with changes in the cash surrender value and proceeds from life insurance policies of $3.8 million , $2.1 million , and $2.6 million , during 2013, 2012, and 2011, respectively.
 
Multiemployer Plans
 
ABF Freight contributes to multiemployer pension and health and welfare plans to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA, its collective bargaining agreement with the IBT, and other related supplemental agreements. As of December 2013, approximately 76% of ABF Freight’s employees were covered under ABF NMFA. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The ABF NMFA and the related supplemental agreements which were implemented on November 3, 2013, provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Rate increases under the ABF NMFA were applied retroactively to August 1, 2013. The combined contribution rates for health, welfare, and pension benefits under the ABF NMFA may increase up to $1.00 per hour each August 1 providing that the plans evidence any necessary increase.

The multiemployer plans to which ABF Freight contributes, which have been established pursuant to the Taft‑Hartley Act, are jointly‑trusteed (half of the trustees of each plan are selected by the participating employers, the other half by the IBT) and cover collectively‑bargained employees of multiple unrelated employers. Due to the inherent nature of multiemployer plans, there are risks associated with participation in these plans that differ from single‑employer plans. Assets received by the plans are not segregated by employer, and contributions made by one employer can be and are used to provide benefits to current and former employees of other employers. If a participating employer to a multiemployer plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If a participating employer in a multiemployer pension plan completely withdraws from the plan, it owes to the plan its proportionate share of the plan’s unfunded vested benefits,

97

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

referred to as a withdrawal liability. A complete withdrawal generally occurs when the employer permanently ceases to contribute to the plan. A withdrawal liability is also owed in the event the employer withdraws from a plan in connection with a mass withdrawal, which generally occurs when all or substantially all employers withdraw from the plan pursuant to an agreement in a relatively short period of time. Were ABF Freight to completely withdraw from certain multiemployer pension plans, whether in connection with a mass withdrawal or otherwise, under current law, the Company would have material liabilities for its share of the unfunded vested liabilities of each such plan. However, ABF Freight currently has no intention to withdraw from any such plan, which generally would be effected through collective bargaining.

Pension Plans
The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which was implemented on November 3, 2013 and will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the PPA. Among other things, the PPA requires that “endangered” (generally less than 80% funded and commonly called “yellow zone”) plans adopt “funding improvement plans” and that “critical” (generally less than 65% funded and commonly called “red zone”) plans adopt “rehabilitation plans” that are intended to improve the plan’s funded status over time. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees. In addition, notwithstanding any collective bargaining agreement, employer contribution obligations to multiemployer pension plans can be increased if the plan enters reorganization status or becomes insolvent. In those events, the contribution increase generally cannot exceed 7% per year. ABF Freight has not received notification of any plan reorganization or plan insolvency.

Based on the most recent annual funding notices the Company has received, most of which are for plan years ended December 31, 2012, approximately 63% of ABF Freight’s contributions to multiemployer pension plans, including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”) discussed below, were made to plans that were in “critical status” and approximately 3% of ABF Freight’s contributions to multiemployer pension plans were made to plans that were in “endangered status,” each as defined by the PPA. ABF Freight’s participation in multiemployer pension plans is summarized in the table below. The multiemployer pension plans listed separately in the table represent plans that are individually significant to ABF Freight based on the amount of plan contributions. The severity of a plan’s underfunded status was also considered in ABF Freight’s analysis of individually significant funds to be separately disclosed.


98

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Significant multiemployer pension plans and key participation information were as follows:
 
 
 

Pension

FIP/RP

 

 

 

 

EIN/Pension

Protection Act
Zone Status (b)

Status
Pending/

Contributions (d)
(in thousands)

Surcharge
Imposed
Legal Name of Plan
Plan Number (a)

2013

2012

Implemented (c)

2013

2012

2011

(e)
Central States, Southeast and Southwest Areas Pension Plan (1)(2)
36‑6044243

Red

Red

Implemented (3)
 
$
70,020

 
$
68,683

 
$
70,579

 
No








 
 
 
 
 
 
 
 
Western Conference of Teamsters Pension Plan (2)
91‑6145047

Green

Green

No (4)
 
20,601

 
20,774

 
20,807

 
No








 
 
 
 
 
 
 
 
Central Pennsylvania Teamsters Defined Benefit Plan (1)(2)
23‑6262789

Green (5)

Yellow (5)

Implemented (5)
 
12,143

 
11,170

 
12,022

 
No








 
 
 
 
 
 
 
 
I. B. of T. Union Local No. 710 Pension Fund (7)(8)
36‑2377656

Green (6)

Green (6)

No
 
10,001

 
9,567

 
9,265

 
No








 
 
 
 
 
 
 
 
All other plans in the aggregate
 

 

 

 
 
23,468

 
21,701

 
20,168

 
 
Total multiemployer pension contributions paid (9)



$
136,233

 
$
131,895

 
$
132,841




Table Heading Definitions
(a)
The “EIN/Pension Plan Number” column provides the Federal Employer Identification Number (EIN) and the three‑digit plan number, if applicable.
(b)
Unless otherwise noted, the most recent PPA zone status available in 2013 and 2012 is for the plan’s year‑end status at December 31, 2012 and 2011, respectively. The zone status is based on information ABF Freight received from the plan and was certified by the plan’s actuary.
(c)
The “FIP/RP Status Pending/Implemented” column indicates if a funding improvement plan (FIP) or a rehabilitation plan (RP), if applicable, is pending or has been implemented.
(d)
Amounts reflect contributions made by ABF Freight in the respective year and differ from amounts expensed during the year.
(e)
The surcharge column indicates if a surcharge was paid by the employer to the plan.
 

(1)
ABF Freight was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended December 31, 2012 and 2011.
(2)
Information for this plan was obtained from the annual funding notice, other notices received from the plan, and the Forms 5500 filed for the plan years ended December 31, 2012 and 2011.
(3)
Adopted a rehabilitation plan effective March 25, 2008, as updated. Utilized amortization extension effective December 31, 2003.
(4)
Utilized funding relief elections under the Pension Relief Act to determine the zone status beginning with the January 1, 2011 actuarial valuation.
(5)
Certified as “neither endangered nor critical” status for the plan year beginning January 1, 2013. The plan was certified as “endangered” for the plan year beginning January 1, 2012, and a funding improvement plan was adopted in December 2012.
(6)
PPA zone status relates to plan years February 1, 2012 – January 31, 2013 and February 1, 2011 – January 31, 2012.
(7)
ABF Freight was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended January 31, 2013 and 2012.
(8)
Information for this plan was obtained from the annual funding notice, other notices received from the plan, and the Forms 5500 filed for the plan years ended January 31, 2013 and 2012.
(9)
Contribution levels can be impacted by several factors such as changes in business levels and the related time worked by contractual employees, contractual rate increases for pension benefits, and the specific funding structure, which differs among plans. The pension contribution rate for contractual employees increased an average of 2.0% , 2.3% , and 3.6% effective primarily on August 1, 2013, 2012, and 2011, respectively. The Supplemental Negotiating Committee for the Central States Pension Plan approved no pension contribution increase effective August 1, 2013, 2012, and 2011. The Supplemental Negotiating Committee for the Western Conference of Teamsters Pension Plan approved no pension contribution increase effective August 1, 2013 and 2012. The year‑over‑year changes in multiemployer pension plan contributions presented above were also influenced by changes in ABF Freight’s business levels.

For 2013, 2012, and 2011, 50% to 55% of ABF Freight’s multiemployer pension contributions were made to the Central States Pension Plan. The funded percentage of the Central States Pension Plan, as set forth in information provided by the Central States Plan, was 47.6% , 53.9% , and 58.9% as of January 1, 2013, 2012, and 2011, respectively. In 2005, the IRS granted an extension of the period of time over which the Central States Pension Plan amortizes unfunded liabilities by ten years subject to the condition

99

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

that a targeted funding ratio will be maintained by the plan. Based on information currently available to the Company, the Central States Pension Plan has not received notice of revocation of the ten‑year amortization extension granted by the IRS. In the unlikely event that the IRS revokes the extension, the revocation would apply retroactively to the 2004 plan year, which would result in a material liability for ABF Freight’s share of the resulting funded deficiency, the extent of which is currently unknown to the Company. The Company believes that the occurrence of a revocation that would require recognition of liabilities for ABF Freight’s share of a funded deficiency is remote.
 
Health and Welfare Plans
ABF Freight contributes to 44 multiemployer health and welfare plans which provide health care benefits for active employees and retirees covered under ABF Freight’s labor agreements. ABF Freight’s contributions to multiemployer health and welfare plans totaled $118.0 million , $113.0 million , and $112.1 million for the year ended December 31, 2013, 2012, and 2011, respectively. The contribution rate for health and welfare benefits increased by an average of 7.6% , 5.3% , and 4.1% primarily on August 1, 2013, 2012, and 2011, respectively, under ABF Freight’s collective bargaining agreement with the IBT. Other than changes to contribution rates and variances in rates and time worked, there have been no other significant items that affect the comparability of the 2013, 2012, and 2011 multiemployer health and welfare contributions. 



100

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE K – STOCKHOLDERS’ EQUITY
 
Accumulated Other Comprehensive Loss
 
Components of accumulated other comprehensive loss were as follows at December 31:
 
 
2013

2012

2011
 
(in thousands)
Pre‑tax amounts:
 


 


 

Unrecognized net periodic benefit costs (1)
$
(17,044
)
 
$
(86,737
)
 
$
(88,393
)
Foreign currency translation
(863
)
 
(662
)
 
(691
)
Total
$
(17,907
)
 
$
(87,399
)
 
$
(89,084
)
After‑tax amounts:
 

 
 

 
 

Unrecognized net periodic benefit costs (1)
$
(14,386
)
 
$
(56,968
)
 
$
(57,979
)
Foreign currency translation
(526
)
 
(404
)
 
(423
)
Total
$
(14,912
)
 
$
(57,372
)
 
$
(58,402
)

(1)
The decrease in unrecognized net periodic benefit costs for the year ended December 31, 2013 reflected the impact of a $66.3 million ( $40.5 million after tax) decrease in the unrecognized net actuarial loss related to the nonunion defined benefit pension plan in 2013, primarily due to a $29.3 million ( $17.9 million after‑tax) curtailment gain and a $27.8 million ( $17.0 million after‑tax) net actuarial gain related to the increase in the discount rate used to remeasure the plan obligation upon curtailment and the amount required to adjust the assumed return on plan assets to the actual return experienced in 2013. The nonunion defined benefit pension plan is discussed further in Note J.

    
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, by component for the year ended December 31, 2013:
 

Total

Unrecognized
Net Periodic
Benefit Costs

Foreign
Currency
Translation
 
(in thousands)
Balances at December 31, 2012
$
(57,372
)
 
$
(56,968
)
 
$
(404
)
Other comprehensive income (loss) before reclassifications
36,439

 
36,561

 
(122
)
Amounts reclassified from accumulated other comprehensive loss
6,021

 
6,021

 
—

Net current‑period other comprehensive income (loss)
42,460

 
42,582

 
(122
)
Balances at December 31, 2013
$
(14,912
)
 
$
(14,386
)
 
$
(526
)


101

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The following is a summary of the significant reclassifications out of accumulated other comprehensive loss by component for the year ended December 31, 2013:
 
 
Unrecognized Net Periodic Benefit Costs (1)(2)
 
(in thousands)
Amortization of actuarial loss
$
(7,935
)
Amortization of prior service credit
190

Settlement expense
(2,111
)
Total, pre‑tax
(9,856
)
Tax benefit
3,835

Total, net of tax
$
(6,021
)

(1)
Amounts in parentheses indicate increases in expense or loss.
(2)
These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (see Note J).

Dividends on Common Stock
 
The following table is a summary of dividends declared during the applicable quarter:
 
 
2013

2012

2011
 
Per Share

Amount

Per Share

Amount

Per Share

Amount
 
(in thousands, except per share data)
First quarter
$
0.03

 
$
807

 
$
0.03

 
$
797

 
$
0.03

 
$
788

Second quarter
$
0.03

 
$
806

 
$
0.03

 
$
808

 
$
0.03

 
$
797

Third quarter
$
0.03

 
$
805

 
$
0.03

 
$
807

 
$
0.03

 
$
798

Fourth quarter
$
0.03

 
$
815

 
$
0.03

 
$
807

 
$
0.03

 
$
797

 
Stockholders’ Rights Plan
 
Prior to April 30, 2011, the Company had in place a stockholders’ rights plan; however, the plan expired by its terms on April 30, 2011 and was not renewed.
 
Treasury Stock
 
The Company has a program to repurchase its Common Stock in the open market or in privately negotiated transactions. In 2003, the Company’s Board of Directors authorized stock repurchases of up to $25.0 million ; and in 2005, an additional $50.0 million was authorized for a total of $75.0 million . As of December 31, 2013, the Company had purchased 1,618,150 shares for an aggregate cost of $56.8 million , leaving $18.2 million available for repurchase under the current buyback program. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. Repurchases may be made using the Company’s cash reserves or other available sources. No shares were repurchased by the Company in 2013, 2012, or 2011.

 

102

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE L – SHARE‑BASED COMPENSATION
 
Stock Awards
 
As of December 31, 2013, the Company had outstanding stock options granted under the 2000 Non‑Qualified Stock Option Plan and the 2002 Stock Option Plan and outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan superseded the Company’s 2000 Non‑Qualified Stock Option Plan and 2002 Stock Option Plan with respect to future awards and, as amended, provides for the granting of 2.2 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights (“SARs”), restricted stock, or restricted stock units. Any outstanding stock options under the 2000 or 2002 stock option plans which are forfeited or otherwise unexercised will be included in the shares available for grant under the 2005 Plan. As of December 31, 2013, the Company had not elected to treat any exercised options as employer SARs and no employee SARs had been granted. No stock options have been granted since 2004.
 
Restricted Stock Awards
 
A summary of the Company’s restricted stock award program is presented below:
 
 
Units
 
 

Outstanding – January 1, 2013
1,281,480

Granted
313,550

Vested
(149,620
)
Forfeited
(1,950
)
Outstanding – December 31, 2013
1,443,460


The Compensation Committee of the Company’s Board of Directors granted restricted stock units under the 2005 Plan during the years ended December 31, 2013, 2012, and 2011 as follows:
 

Units

Weighted‑Average
Grant Date
Fair Value
2013
313,550
 
$27.71
2012
394,900
 
$14.55
2011
334,700
 
$22.49
 
The fair value of restricted stock awards that vested in 2013, 2012, and 2011 was $1.8 million , $4.3 million , and $3.9 million , respectively. Unrecognized compensation cost related to restricted stock awards outstanding as of December 31, 2013 was $15.4 million , which is expected to be recognized over a weighted‑average period of three years.
 

103

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Stock Options
 
A summary of the Company’s stock option program is presented below:
 

Shares
Under Option (1)

Weighted‑
Average
Exercise Price

Weighted‑
Average
Remaining
Contractual
Term
  (in years)

Intrinsic
Value (2)
(in thousands)
Outstanding – January 1, 2013
240,425

 
$
27.40

 
 
 
 

Granted
—

 
 

 
 
 
 

Exercised
(99,195
)
 
29.10

 
 
 
 

Forfeited
(105,500
)
 
25.23

 
 
 
 

Outstanding – December 31, 2013 (1)
35,730

 
$
29.10

 
0.1
 
164


(1)
Options outstanding are vested and available to be exercised. All options outstanding at December 31, 2013 were exercised or forfeited as of January 31, 2014.
(2)
The intrinsic value for each option represents the excess, if any, of the market value of the Company’s Common Stock on December 31, 2013 over the exercise price of the option.
 
The following table summarizes additional activity related to the Company’s stock option program for the years ended December 31:
 
 
2013

2012

2011
 
 

(in thousands)

 
Intrinsic value of options exercised
$
330

 
$
—

 
$
79

Cash proceeds of options exercised
$
2,785

 
$
—

 
$
763

Tax benefit of options exercised
$
109

 
$
—

 
$
30




104

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE M – EARNINGS PER SHARE
 
The following table sets forth the computation of basic and diluted earnings (loss) per share for the years ended December 31:
 
 
2013

2012

2011
 
(in thousands, except share and per share data)
Basic earnings (loss) per share
 


 


 

Numerator:
 


 


 

Net income (loss) attributable to Arkansas Best Corporation
$
15,811

 
$
(7,732
)
 
$
6,159

Effect of unvested restricted stock awards
(720
)
 
(149
)
 
(249
)
Adjusted net income (loss)
$
15,091

 
$
(7,881
)
 
$
5,910


 
 
 
 
 
Denominator:
 

 
 

 
 

Weighted‑average shares
25,714,205

 
25,564,752

 
25,403,073

Earnings (loss) per common share
$
0.59

 
$
(0.31
)
 
$
0.23


 
 
 
 
 
Diluted earnings (loss) per share
 

 
 

 
 

Numerator:
 

 
 

 
 

Net income (loss) attributable to Arkansas Best Corporation
$
15,811

 
$
(7,732
)
 
$
6,159

Effect of unvested restricted stock awards
(720
)
 
(149
)
 
(249
)
Adjusted net income (loss)
$
15,091

 
$
(7,881
)
 
$
5,910


 
 
 
 
 
Denominator:
 

 
 

 
 

Weighted‑average shares
25,714,205

 
25,564,752

 
25,403,073

Effect of dilutive securities
—

 
—

 
—

Adjusted weighted‑average shares and assumed conversions
25,714,205

 
25,564,752

 
25,403,073

Earnings (loss) per common share
$
0.59

 
$
(0.31
)
 
$
0.23

 
Under the two‑class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock and restricted stock units, which are considered participating securities. For the years ended December 31, 2013 and 2011, outstanding stock awards of 0.8 million and 0.9 million , respectively, were not included in the diluted earnings per share calculations because their inclusion would have the effect of increasing the earnings per share. For the year ended December 31, 2012, outstanding stock awards of 0.7 million were not included in the diluted earnings per share calculation because their inclusion would have the effect of decreasing the loss per share.

 
NOTE N – OPERATING SEGMENT DATA
 
The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make operating decisions. Management uses operating revenues, operating expense categories, operating ratios, operating income, and key operating statistics to evaluate performance and allocate resources to the Company’s operations.
 
Certain reclassifications have been made to the prior year’s operating segment data to conform to the current year presentation. Effective July 1, 2013, the Company formed a new operating segment, Domestic & Global Transportation Management, combining the Company’s transportation brokerage operations, worldwide ocean shipping solutions, and transportation and warehouse management services. The strategic alignment of the sales and logistics functions related to these services into one reportable segment under a single executive management operating team better supports the delivery of these solutions and allows customers to gain greater awareness for these service offerings in an evolving marketplace. The Company’s transportation brokerage operations were previously reported as the Truck Brokerage and Management segment and the worldwide ocean shipping solutions and

105

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

transportation and warehouse management services were previously reported within the Freight Transportation segment as of and for the years ended December 31, 2012 and 2011. There was no impact on consolidated amounts as a result of these reclassifications.

The Company’s reportable operating segments are as follows:
 
•
Freight Transportation, the Company’s principal operating segment, includes the results of operations of ABF Freight System, Inc. and certain other subsidiaries of the Company (collectively “ABF Freight”). The operations of ABF Freight include, national, inter‑regional, and regional transportation of general commodities through standard, expedited, and guaranteed LTL services. Freight transportation related to consumer household goods self‑move services provided by ABF Freight are also reported in the Freight Transportation segment. ABF Freight is headquartered in Fort Smith, Arkansas. The ABF Freight transportation system operates throughout North America, providing direct service to over 98% of the cities in the United States having a population of 30,000 or more. ABF Freight also provides motor carrier services in Canada, Puerto Rico, and, through arrangements with other trucking companies, Mexico.

•
Premium Logistics & Expedited Freight Services includes the results of operations of Panther, which the Company acquired on June 15, 2012 (see Note D). The segment provides expedited freight transportation services to commercial and government customers and offers premium logistics services that involve the rapid deployment of highly specialized equipment to meet extremely specific linehaul requirements, such as temperature control, hazardous materials, geofencing (routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route), specialized government cargo, security services, and life sciences. Through its premium logistics and global freight forwarding businesses, Panther offers domestic and international freight transportation with air, ocean, and ground service offerings. The segment provides services to the Freight Transportation and Domestic & Global Transportation Management segments. Revenue and expense associated with these intersegment transactions are eliminated in consolidation.

•
Domestic & Global Transportation Management, operating as ABF Logistics, Inc., includes the results of operations of the Company’s businesses which provide freight brokerage and intermodal transportation services, worldwide ocean shipping solutions, and transportation and warehouse management services. The Domestic & Global Transportation Management segment provides third‑party transportation brokerage and management services throughout North America by sourcing a variety of equipment types including truckload, flatbed, intermodal, temperature‑controlled, and specialized equipment. The segment also offers full‑container‑load and expedited less‑than‑container‑load ocean transport to and from the United States and scalable transportation and warehouse management services that can be customized to efficiently manage customers’ supply chain needs.

•
Emergency & Preventative Maintenance includes the results of operations of FleetNet America, Inc., the subsidiary of the Company that provides roadside assistance and equipment services for commercial vehicles through a network of third‑party service providers.

•
Household Goods Moving Services includes the results of operations of Albert Companies, Inc. and Moving Solutions, Inc., the Company’s subsidiaries that provide transportation, warehousing, and delivery services to the consumer, corporate, and military household goods moving markets. For 2013, the Household Goods Moving Services segment includes the results of the logistics company acquired by Albert Companies, Inc. on May 31, 2013 (see Note D). Certain costs incurred by the Household Goods Moving Services segment in support of consumer self‑move services provided by ABF Freight are allocated to the Freight Transportation segment at cost. Revenue and expense associated with these intersegment allocations are eliminated in consolidation.

The Company’s other business activities and operating segments that are not reportable include Arkansas Best Corporation, the parent holding company, and certain other subsidiaries. A substantial portion of the costs incurred by the parent holding company are allocated to the reporting segments. The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segments is before intersegment eliminations of revenues and expenses.
 
Further classifications of operations or revenues by geographic location are impracticable and, therefore, are not provided. The Company’s foreign operations are not significant.


106

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

The following table reflects reportable operating segment information for the years ended December 31:

 
2013

2012

2011
 
 

(in thousands)

 
OPERATING REVENUES
 


 


 

Freight Transportation (1)
$
1,761,716

 
$
1,701,495

 
$
1,714,232

Premium Logistics & Expedited Freight Services (2)
246,849

 
132,326

 
—

Domestic & Global Transportation Management (1)
105,223

 
66,431

 
41,966

Emergency & Preventative Maintenance
137,546

 
115,968

 
92,554

Household Goods Moving Services
82,169

 
77,619

 
85,611

Other and eliminations
(33,954
)
 
(27,840
)
 
(26,754
)
Total consolidated operating revenues
$
2,299,549

 
$
2,065,999

 
$
1,907,609

OPERATING EXPENSES
 

 
 

 
 

Freight Transportation (1)
 

 
 

 
 

Salaries, wages, and benefits
$
1,075,259

 
$
1,071,084

 
$
1,059,815

Fuel, supplies, and expenses
332,433

 
329,284

 
333,242

Operating taxes and licenses
43,865

 
43,336

 
45,469

Insurance
21,823

 
20,742

 
24,481

Communications and utilities
15,027

 
14,713

 
15,106

Depreciation and amortization
72,971

 
78,672

 
70,767

Rents and purchased transportation
180,689

 
156,810

 
154,363

Gain on sale of property and equipment
(576
)
 
(711
)
 
(2,370
)
Pension settlement expense
1,831

 
—

 
1,125

Other
8,361

 
7,365

 
8,297

Total Freight Transportation
1,751,683

 
1,721,295

 
1,710,295

Premium Logistics & Expedited Freight Services (2)
 

 
 

 
 

Purchased transportation
188,561

 
101,559

 
—

Depreciation and amortization
10,516

 
5,438

 
—

Other
40,816

 
22,927

 
—

Total Premium Logistics & Expedited Freight Services
239,893

 
129,924

 
—

Domestic & Global Transportation Management (1)
102,250

 
63,418

 
40,404

Emergency & Preventative Maintenance
134,272

 
114,033

 
89,572

Household Goods Moving Services
80,319

 
76,927

 
82,893

Other and eliminations (3)
(27,938
)
 
(25,030
)
 
(25,314
)
Total consolidated operating expenses
$
2,280,479

 
$
2,080,567

 
$
1,897,850

OPERATING INCOME (LOSS)
 

 
 

 
 

Freight Transportation (1)
$
10,033

 
$
(19,800
)
 
$
3,937

Premium Logistics & Expedited Freight Services (2)
6,956

 
2,402

 
—

Domestic & Global Transportation Management (1)
2,973

 
3,013

 
1,562

Emergency & Preventative Maintenance
3,274

 
1,935

 
2,982

Household Goods Moving Services
1,850

 
692

 
2,718

Other and eliminations (3)
(6,016
)
 
(2,810
)
 
(1,440
)
Total consolidated operating income (loss)
$
19,070

 
$
(14,568
)
 
$
9,759

OTHER INCOME (EXPENSE)
 

 
 

 
 

Interest and dividend income (2)
$
681

 
$
808

 
$
1,069

Interest expense and other related financing costs (2)
(4,183
)
 
(5,273
)
 
(3,953
)
Other, net (4)
3,893

 
2,041

 
2,618

Total other income (expense)
391

 
(2,424
)
 
(266
)
INCOME (LOSS) BEFORE INCOME TAXES
$
19,461

 
$
(16,992
)
 
$
9,493


(1)
As previously discussed in this Note, certain reclassifications have been made to the prior years’ operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment formed in third quarter 2013. The measurement of operating income for the Domestic & Global Transportation Management operating segment was changed in 2013 to include certain intercompany cost allocations. While it is impracticable to recalculate the cost allocations for all prior year periods, management estimated such amounts to be approximately $0.6 million in 2012 and $0.3 million in 2011. If the segment information was presented on a comparable basis for all periods, Domestic & Global Transportation Management operating expenses would increase by $0.6 million in 2012 and $0.3 million in 2011 with corresponding decreases in operating income for those years, and Freight Transportation operating expenses would decrease by the same amounts with corresponding increases in operating income for those years.
(2)
Includes operations of the Premium Logistics & Expedited Freight Services segment since the June 15, 2012 acquisition of Panther.

107

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

(3)
2013 includes workers’ compensation expense reserve increase associated with an insolvent insurance carrier and costs of long‑term incentive plans that were driven by the Company’s total shareholder return relative to its peer group.
(4)
Includes changes in cash surrender value and proceeds of life insurance policies.

The following table provides asset, capital expenditure, and depreciation and amortization information by reportable operating segment:
 
 
December 31
 
2013

2012

2011
 
 


(in thousands)

 

ASSETS
 


 


 

Freight Transportation (1)
$
530,678

 
$
550,676

 
$
590,777

Premium Logistics & Expedited Freight Services
216,747

 
222,280

 
—

Domestic & Global Transportation Management (1)
27,836

 
15,437

 
8,131

Emergency & Preventative Maintenance
21,517

 
18,413

 
13,634

Household Goods Moving Services
20,941

 
21,754

 
20,687

Other and eliminations (1)(2)
199,607

 
205,902

 
282,991

 
$
1,017,326

 
$
1,034,462

 
$
916,220







 
For the year ended December 31
 
2013

2012

2011
 
 

(in thousands)

 

CAPITAL EXPENDITURES, GROSS
 


 


 

Freight Transportation (1)(3)
$
11,091

 
$
68,235

 
$
78,875

Premium Logistics & Expedited Freight Services (4)
3,854

 
1,579

 
—

Domestic & Global Transportation Management (1)
286

 
45

 
163

Emergency & Preventative Maintenance
1,314

 
685

 
307

Household Goods Moving Services
493

 
416

 
480

Other and eliminations
9,367

 
4,291

 
3,812

 
$
26,405

 
$
75,251

 
$
83,637







 
For the year ended December 31
 
2013

2012

2011
 
 

(in thousands)

 

DEPRECIATION AND AMORTIZATION EXPENSE (2)
 


 


 

Freight Transportation (1)
$
72,971

 
$
78,672

 
$
70,767

Premium Logistics & Expedited Freight Services (4)(5)
6,342

 
3,179

 
—

Domestic & Global Transportation Management (1)
640

 
364

 
197

Emergency & Preventative Maintenance
540

 
497

 
476

Household Goods Moving Services
1,247

 
769

 
645

Other and eliminations
2,475

 
2,012

 
1,657

 
$
84,215

 
$
85,493

 
$
73,742

 
(1)
As previously discussed in this Note, certain reclassifications have been made to the prior years’ operating segment data to conform to the current year presentation which includes the Domestic & Global Transportation Management segment that was formed in third quarter 2013.
(2)
Other and eliminations includes certain assets held by the parent holding company for strategic reasons, including unrestricted and restricted cash, cash equivalents, and short‑term investments, as well as certain assets held for the benefit of multiple segments, including land and structures of the Company’s corporate headquarters and information systems equipment. Depreciation and amortization associated with these assets is allocated to the reporting segments. Depreciation and amortization expense includes amortization of internally developed capitalized software which has not been included in gross capital expenditures presented in the table.
(3)
Includes assets acquired through notes payable and capital leases of less than $0.1 million in 2013, $38.0 million in 2012, and $30.4 million in 2011.
(4)
Includes operations of the Premium Logistics & Expedited Freight Services segment since the June 15, 2012 acquisition of Panther.
(5)
Excludes amortization of intangibles which totaled $4.2 million in 2013 and $2.3 million in 2012 (see Note E).



108

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

NOTE O – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
 
The tables below present unaudited quarterly financial information for 2013 and 2012:
 
 
2013

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter
 
(in thousands, except share and per share data)
Operating revenues
$
520,687

 
$
576,899

 
$
623,414

 
$
578,549

Operating expenses
544,037

 
568,482

 
602,912

 
565,047

Operating income (loss)
(23,350
)
 
8,417

 
20,502

 
13,502

Other income (expense), net
47

 
(552
)
 
502

 
393

Income tax provision (benefit)
(9,908
)
 
2,987

 
7,022

 
3,549


 
 
 
 
 
 
 
Net income (loss) attributable to Arkansas Best Corporation
$
(13,395
)
 
$
4,878

 
$
13,982

 
$
10,346


 
 
 
 
 
 
 
Earnings (loss) per common share (4)
 

 
 

 
 

 
 

Basic
$
(0.52
)
 
$
0.18

 
$
0.52

 
$
0.38

Diluted
$
(0.52
)
 
$
0.18

 
$
0.52

 
$
0.38


 
 
 
 
 
 
 
Average common shares outstanding
 

 
 

 
 

 
 

Basic
25,638,333

 
25,694,327

 
25,736,810

 
25,785,485

Diluted
25,638,333

 
25,694,327

 
25,736,810

 
25,793,366

 
 
2012

First
Quarter

Second
Quarter (1)

Third
Quarter (1)

Fourth
Quarter (1)
 
(in thousands, except share and per share data)
Operating revenues
$
440,867

 
$
510,543

 
$
577,546

 
$
537,042

Operating expenses
463,854

 
503,342

 
565,313

 
548,058

Operating income (loss)
(22,987
)
 
7,201

 
12,233

 
(11,016
)
Other income (expense), net
451

 
(1,117
)
 
(457
)
 
(1,300
)
Income tax provision (benefit) (2)
(4,374
)
 
(5,757
)
 
5,258

 
(4,387
)

 
 
 
 
 
 
 
Net income (loss) attributable to Arkansas Best Corporation (3)
$
(18,162
)
 
$
11,841

 
$
6,518

 
$
(7,929
)

 
 
 
 
 
 
 
Earnings (loss) per common share (4)
 

 
 

 
 

 
 

Basic
$
(0.71
)
 
$
0.44

 
$
0.24

 
$
(0.31
)
Diluted
$
(0.71
)
 
$
0.44

 
$
0.24

 
$
(0.31
)

 
 
 
 
 
 
 
Average common shares outstanding
 

 
 

 
 

 
 

Basic
25,455,607

 
25,544,455

 
25,613,315

 
25,629,309

Diluted
25,455,607

 
25,544,455

 
25,613,315

 
25,629,309


(1)
Includes operations of the Premium Logistics & Expedited Freight Services segment since the June 15, 2012 acquisition of Panther.
(2)
The income tax benefit rates recorded in the first and second quarters of 2012 were significantly affected by changes in the assessment of deferred tax asset valuation allowances as more fully discussed at Note F.
(3)
The fourth quarter of 2012 included an adjustment of $2.7 million , after tax, which is immaterial to prior periods, to correct the reserves for workers’ compensation and third‑party casualty claims.
(4)
The Company uses the two‑class method for calculating earnings per share (see Note M).


109

ARKANSAS BEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued


NOTE P – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS, AND OTHER EVENTS
 
The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self‑insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental, and self‑insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, these matters are not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Environmental Matters

The Company’s subsidiaries store fuel for use in tractors and trucks in 65 underground tanks located in 20 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.
 
The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements or determined that its obligations, other than those specifically accrued with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.
 
At December 31, 2013 and 2012, the Company’s reserve for estimated environmental cleanup costs of properties currently or previously operated by the Company totaled $0.9 million , which was included in accrued expenses. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations, management’s experience with similar environmental matters, and testing performed at certain sites.

Legal Proceedings

National Master Freight Agreement
On November 1, 2010, ABF Freight System, Inc. filed a grievance with the National Grievance Committee, consisting of union and employer representatives established by the NMFA for resolving national contract disputes, against the following parties: the IBT; the Teamsters National Freight Industry Negotiating Committee; Trucking Management, Inc. (“TMI”); every Teamster Local Union that is party to the NMFA; and YRC Inc., New Penn Motor Express, Inc., and USF Holland, Inc. (collectively “YRC”). A lawsuit was simultaneously filed in the United States District Court for the Western Division of Arkansas (the “Trial Court”) against the parties previously named and Teamster Local Unions 373 and 878 individually and as representatives of a class of Teamsters Local Unions that are parties to the NMFA. The lawsuit sought appointment of a third‑party neutral tribunal to rule on the grievance in place of the National Grievance Committee or, alternatively, for the Trial Court to rule on the lawsuit. ABF Freight System, Inc. claimed in these proceedings that the IBT and the other named parties violated the NMFA by granting certain wage and other concessions to YRC but not to ABF. The lawsuit was initially dismissed by the Trial Court on December 20, 2010 and then reinstated by the United States Court of Appeals for the Eighth Circuit (St. Louis) (the “Court of Appeals”) on April 12, 2011. On July 6, 2011, the Court of Appeals reversed the Trial Court’s decision and remanded the case to the Trial Court for further proceedings. On August 1, 2012, the Trial Court dismissed the lawsuit for a second time. ABF Freight System, Inc. appealed the dismissal to the Court of Appeals, but on August 30, 2013, the Court of Appeals affirmed the Trial Court’s decision to dismiss the lawsuit. ABF elected not to pursue additional appeals and the lawsuit is now concluded.


110


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

An evaluation was performed by the Company’s management, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2013. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that the Company files under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2013 at the reasonable assurance level.
 
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Management’s assessment of internal control over financial reporting and the report of the independent registered public accounting firm appear on the following pages.


111
Table of Contents


MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL
OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a‑15(f) and 15d‑15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
 
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company; and

(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted its evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, based on our evaluation, we have concluded that the Company’s internal control over financial reporting was effective as of December 31, 2013.

The Company’s independent registered public accounting firm Ernst & Young LLP, who has also audited the Company’s consolidated financial statements, has issued a report on the Company’s internal control over financial reporting. This report appears on the following page.

112
Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
The Board of Directors and Stockholders of Arkansas Best Corporation
 
We have audited Arkansas Best Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Arkansas Best Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Arkansas Best Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria .
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2013 consolidated financial statements of Arkansas Best Corporation and our report dated February 28, 2014 expressed an unqualified opinion thereon.
 
\s\ Ernst & Young LLP
 
Tulsa, Oklahoma
February 28, 2014

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ITEM 9B.    OTHER INFORMATION
 
None.

114
Table of Contents


PART III
 
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
The sections entitled “Proposal I. Election of Directors,” “Directors of the Company,” “Governance of the Company,” “Executive Officers of the Company,” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated herein by reference.
 
ITEM 11.    EXECUTIVE COMPENSATION
 
The sections entitled “2013 Director Compensation Table,” “Compensation Discussion & Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Summary Compensation Table,” “2013 Grants of Plan‑Based Awards,” “Outstanding Equity Awards at 2013 Fiscal Year‑End,” “2013 Option Exercises and Stock Vested,” “2013 Equity Compensation Plan Information,” “2013 Pension Benefits,” “2013 Non‑Qualified Deferred Compensation” and “Potential Payments Upon Termination or Change in Control” contained in the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated herein by reference.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The sections entitled “Principal Stockholders and Management Ownership” and “2013 Equity Compensation Plan Information” contained in the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated herein by reference.
 
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
The sections entitled “Certain Transactions and Relationships” and “Governance of the Company” contained in the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated herein by reference.
 
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The sections entitled “Principal Accountant Fees and Services” and “Audit Committee Pre‑Approval of Audit and Permissible Non‑Audit Services of Independent Registered Public Accounting Firm” contained in the Company’s Definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 in connection with the Company’s Annual Stockholders’ Meeting to be held April 23, 2014, are incorporated herein by reference.


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Table of Contents


PART IV
 
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a)(1)      Financial Statements
 
A list of the financial statements filed as a part of this Annual Report on Form 10‑K is set forth in Part II, Item 8 of this Annual Report on Form 10‑K and is incorporated by reference.
 
(a)(2 )     Financial Statement Schedules
 
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
ARKANSAS BEST CORPORATION
 
Column A
Column B

Column C

Column D

Column E

Column F
 
 

Additions

 

 
Description
Balances at Beginning of Period

Charged to Costs and Expenses

Charged to
 Other Accounts – Describe

Deductions – Describe

Balances at End of Period
 
(in thousands)
Year Ended December 31, 2013
 


 


 


 


 

Deducted from asset accounts:
 


 


 


 


 

Allowance for doubtful accounts receivable and revenue adjustments
$
5,249

 
$
2,065

 
$
39

 
$
2,820

(b)
$
4,533

Allowance for other accounts receivable
$
1,334

 
$
88

(c)
$
—

 
$
—

 
$
1,422

Allowance for deferred tax assets
$
2,511

 
$
—

 
$
—

 
$
1,483

(e)
$
1,028


 
 
 
 
 
 
 
 
 
Year Ended December 31, 2012
 

 
 

 
 

 
 

 
 

Deducted from asset accounts:
 

 
 

 
 

 
 

 
 

Allowance for doubtful accounts receivable and revenue adjustments
$
5,957

 
$
1,524

 
$
26


$
2,258

(b)
$
5,249

Allowance for other accounts receivable
$
1,226

 
$
108

(c)
$
—

 
$
—

 
$
1,334

Allowance for deferred tax assets
$
5,644

 
$
791

 
$
47


$
3,971

(f)
$
2,511


 
 
 
 
 
 
 
 
 
Year Ended December 31, 2011
 

 
 

 
 

 
 

 
 

Deducted from asset accounts:
 

 
 

 
 

 
 

 
 

Allowance for doubtful accounts receivable and revenue adjustments
$
3,944

 
$
2,394

 
$
2,667

(a)
$
3,048

(b)
$
5,957

Allowance for other accounts receivable
$
1,254

 
$
(28
)
(c)
$
—

 
$
—

 
$
1,226

Allowance for deferred tax assets
$
2,455

 
$
214

 
$
3,971

(d)
$
996

(e)
$
5,644

 
Note a
–
Addition to the allowance due to recoveries of amounts previously written off and adjustment of revenue.
Note b
–
Uncollectible accounts written off.
Note c
–
Charged / (credited) to workers’ compensation expense.
Note d
–
Increase in allowance related to the nonunion defined benefit pension plan was recorded in accumulated other comprehensive loss (see Note F to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).
Note e
–
Decrease in allowance due to a combination of changes in expectation of increased realization of certain state net operating losses and state deferred tax assets.
Note f
–
Decrease in allowance due to change in expectation of realization of deferred tax assets primarily due to deferred tax liabilities established in conjunction with the Panther Expedited Services, Inc. purchase transaction (see Note F to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).

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Table of Contents


 
(a)(3) Exhibits
The exhibits filed with this Annual Report on Form 10‑K are listed in the Exhibit Index, which is submitted as a separate section of this report.
 
(b) Exhibits
See Item 15(a)(3) above.

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Table of Contents


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ARKANSAS BEST CORPORATION
 
 
Date: February 28, 2014
By:
/s/Judy R. McReynolds
 
 
Judy R. McReynolds
 
 
President – Chief Executive Officer
 
 
and Principal Executive Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
Date
 
 
 
 
/s/Robert A. Young III
 
Chairman of the Board and Director
February 28, 2014
Robert A. Young III
 
 
 
 
 
 
 
/s/Judy R. McReynolds
 
Director, President – Chief Executive Officer
February 28, 2014
Judy R. McReynolds
 
and Principal Executive Officer
 
 
 
 
 
/s/Michael E. Newcity
 
Senior Vice President – Chief Financial Officer,
February 28, 2014
Michael E. Newcity
 
Principal Financial Officer, and Chief Information
 
 
 
Officer
 
 
 
 
 
/s/David R. Cobb
 
Vice President – Controller
February 28, 2014
David R. Cobb
 
and Principal Accounting Officer
 
 
 
 
 
/s/John W. Alden
 
Director
February 28, 2014
John W. Alden
 
 
 
 
 
 
 
/s/Fred A. Allardyce
 
Director
February 28, 2014
Fred A. Allardyce
 
 
 
 
 
 
 
/s/William M. Legg
 
Director
February 28, 2014
William M. Legg
 
 
 
 
 
 
 
/s/John H. Morris
 
Director
February 28, 2014
John H. Morris
 
 
 
 
 
 
 
/s/Craig E. Philip
 
Director
February 28, 2014
Craig E. Philip
 
 
 
 
 
 
 
/s/Steven L. Spinner
 
Director
February 28, 2014
Steven L. Spinner
 
 
 
 
 
 
 
/s/Janice E. Stipp
 
Director
February 28, 2014
Janice E. Stipp
 
 
 

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Table of Contents


FORM 10‑K – ITEM 15(a)(3)
EXHIBIT INDEX
ARKANSAS BEST CORPORATION

The following exhibits are filed or furnished with this report or are incorporated by reference to previously filed material:


Exhibit
No.
 
2.1
Stock Purchase Agreement, dated as of June 13, 2012, among Panther Expedited Services, Inc., the stockholders of Panther Expedited Services, Inc., Arkansas Best Corporation, and Fenway Panther Holdings, LLC, in its capacity as Sellers’ Representative (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8‑K, filed with the Securities and Exchange Commission (the “Commission”) on June 19, 2012, Commission File No. 000‑19969, and incorporated herein by reference).
3.1
Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S‑1 under the Securities Act of 1933, filed with the Commission on March 17, 1992, Commission File No. 33‑46483, and incorporated herein by reference).
3.2
Certificate of Designations of $2.875 Series A Cumulative Convertible Exchangeable Preferred Stock of the Company (previously filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10‑Q, filed with the Commission on May 5, 2009, Commission File No. 000‑19969, and incorporated herein by reference).
3.3
Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on April 24, 2009, Commission File No. 000‑19969, and incorporated herein by reference).
3.4
Third Amended and Restated Bylaws of the Company dated as of April 22, 2010 (previously filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10‑Q, filed with the Commission on August 5, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
3.5
First Amendment to the Third Amended and Restated Bylaws of the Company dated as of October 25, 2013 (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on October 31, 2013, Commission File No. 000-19969, and incorporated herein by reference).
3.6
Second Amendment to the Third Amended and Restated Bylaws of the Company dated as of January 23, 2014 (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the Commission on January 29, 2014, Commission File No. 000-19969, and incorporated herein by reference).
4.1#
Arkansas Best Corporation Nonqualified Stock Option Plan, as amended (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S‑8 under the Securities Act of 1933, filed with the Commission on December 29, 2000, Commission File No. 333‑52970, and incorporated herein by reference).
4.2#
2002 Arkansas Best Corporation Stock Option Plan (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S‑8 under the Securities Act of 1933, filed with the Commission on January 29, 2003, Commission File No. 333‑102815, and incorporated herein by reference).
10.1
Collective Bargaining Agreement, effective April 1, 2008 through March 31, 2013, among the International Brotherhood of Teamsters and ABF Freight System, Inc. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 15, 2008, Commission File No. 000-19969, and incorporated herein by reference).
10.2*
Collective Bargaining Agreement, implemented on November 3, 2013 and effective through March 31, 2018, among the International Brotherhood of Teamsters and ABF Freight System, Inc.
10.3#
Form of Restricted Stock Unit Award Agreement (Non‑Employee Directors – with deferral feature) (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q, filed with the Commission on May 5, 2009, Commission File No. 000‑19969, and incorporated herein by reference).
10.4#
Form of Restricted Stock Unit Award Agreement (Non‑Employee Directors – with deferral feature) (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 28, 2013, Commission File No. 000‑19969, and incorporated herein by reference).
10.5#
Form of Restricted Stock Unit Award Agreement (Employees) (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10‑Q, filed with the Commission on May 5, 2009, Commission File No. 000‑19969, and incorporated herein by reference).
10.6#
Form of Indemnification Agreement by and between Arkansas Best Corporation and each of the members of the Company’s Board of Directors (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.7#
Arkansas Best Corporation 2012 Change in Control Plan (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on January 30, 2012, Commission File No. 000‑19969, and incorporated herein by reference).


119
Table of Contents


Exhibit
No.
 
10.8#
Arkansas Best Corporation Supplemental Benefit Plan, amended and restated, effective August 1, 2009 (previously filed as Exhibit 10.17 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.9#
Amendment One to the Arkansas Best Corporation Supplemental Benefit Plan, effective December 31, 2009 (previously filed as Exhibit 10.18 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.10#
Form of Amended and Restated Deferred Salary Agreement (previously filed as Exhibit 10.19 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.11#
Arkansas Best Corporation Voluntary Savings Plan (previously filed as Exhibit 10.10 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.12#
Amendment One to the Arkansas Best Corporation Voluntary Savings Plan (previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.13#
The Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.14#
First Amendment to the Arkansas Best Corporation 2005 Ownership Incentive Plan (previously filed as Exhibit 10.5 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.15#
Arkansas Best Corporation Executive Officer Annual Incentive Compensation Plan (previously filed as Exhibit 10.6 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.16#
First Amendment to the Arkansas Best Corporation Executive Officer Annual Incentive Compensation Plan (previously filed as Exhibit 10.7 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 23, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.17#
The ABC Annual Incentive Compensation Plan and form of award (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on February 22, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.18#
The ABC 16b Annual Incentive Compensation Plan and form of award (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on February 23, 2012, Commission File No. 000‑19969, and incorporated herein by reference).
10.19#
The ABC/DTC/ABF Long‑Term (3‑Year) Incentive Compensation Plan and form of award (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on February 22, 2011, Commission File No. 000‑19969, and incorporated herein by reference).
10.20#
The ABC/DTC/ABF Long‑Term (3‑Year) Incentive Compensation Plan and form of award (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on February 23, 2012, Commission File No. 000‑19969, and incorporated herein by reference).
10.21
Credit Agreement, dated as of June 15, 2012, among Arkansas Best Corporation and certain of its Subsidiaries from time to time party thereto as Borrowers, U.S. Bank National Association, as Administrative Agent, Branch Banking and Trust Company and PNC Bank, National Association, as Syndication Agents, and the Lenders party thereto (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on June 19, 2012, Commission File No. 000‑19969, and incorporated herein by reference).


Table of Contents

FORM 10-K – ITEM 15(a)(3)
EXHIBIT INDEX
ARKANSAS BEST CORPORATION
(Continued)

Table of Contents

FORM 10-K – ITEM 15(a)(3)
EXHIBIT INDEX
ARKANSAS BEST CORPORATION
(Continued)


Exhibit
No.
 
10.22
Amendment No. 1 to Credit Agreement, dated as of October 9, 2012, by and among Arkansas Best Corporation, the Lenders thereto, and U.S. Bank National Association, as Administrative Agent (previously filed as Exhibit 10.21 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 28, 2013, Commission File No. 000‑19969, and incorporated herein by reference).
10.23
Receivables Loan Agreement, dated as of June 15, 2012, among ABF Freight Funding LLC, as Borrower, ABF Freight System, Inc., as initial Servicer, and PNC Bank, National Association, as the Lender, the LC Issuer, and as Agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8‑K, filed with the Commission on June 20, 2012, Commission File No. 000‑19969, and incorporated herein by reference).
10.24*
Letter of Credit Agreement, dated December 8, 2009, between PNC Bank, National Association and Arkansas Best Corporation (previously filed as Exhibit 10.21 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969).
10.25*+
Fourth Amendment to Loan Documents (Committed Letter of Credit Agreement), dated December 7, 2013, by and between Arkansas Best Corporation and PNC Bank, National Association.
10.26
Continuing Reimbursement Agreement for Letters of Credit, dated as of November 12, 2009, between U.S. Bank National Association and Arkansas Best Corporation (previously filed as Exhibit 10.23 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.27
Master Lease Agreement, dated as of December 30, 2009, between BB&T Equipment Finance Corporation and ABF Freight System, Inc. (previously filed as Exhibit 10.25 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
10.28
Master Lease Guaranty, dated as of December 30, 2009, by Arkansas Best Corporation in favor of BB&T Equipment Finance Corporation (previously filed as Exhibit 10.26 to the Company’s Annual Report on Form 10‑K, filed with the Commission on February 24, 2010, Commission File No. 000‑19969, and incorporated herein by reference).
21*
List of Subsidiary Corporations.
23*
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1*
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32**
Certifications Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document

_________________
#
Designates a compensation plan or arrangement for directors or executive officers.
*
Filed herewith.
**
Furnished herewith.
+
Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934, as amended.


121


EXHIBIT 10.2

NATIONAL ABF NATIONAL MASTER FREIGHT AGREEMENT


For the Period of
April 1, 2008 2013
through
March 31, 2013 2018
covering:

Operations in, between and over all of the states, territories and possessions of the United States, and operations into and out of all contiguous territory.


The ___________________________ (Company or Association) ABF FREIGHT SYSTEM, INC. hereinafter referred to as the EMPLOYER “Employer” or “Company” or “ABF” and the TEAMSTERS NATIONAL FREIGHT INDUSTRY NEGOTIATING COMMITTEE representing Local Unions affiliated with the INTERNATIONAL BROTHERHOOD OF TEAMSTERS, and Local Union No.——— which Local Union is an affiliate of the INTERNATIONAL BROTHERHOOD OF TEAMSTERS, agree to be bound by the terms and conditions of this Agreement.

ARTICLE 1. PARTIES TO THE AGREEMENT

Section 1. Employer Covered

The Employer is ABF FREIGHT SYSTEM, INC. consists of Associations, members of Associations who have given authorization to the Associations to represent them in the negotiation and/or execution of this Agreement and Supplemental Agreements, and individual Employers who become signator to this Agreement and Supplemental Agreements as hereinafter set forth. The signator Associations enter into this Agreement and Supplemental Agreements as hereinafter set forth. The Employer signator Associations and Unions represent that they are duly authorized to enter into this Agreement and Supplemental Agreements . on behalf of their members under and as limited by their authorizations as submitted prior to negotiations.

Section 2. Unions Covered

NO CHANGE

Section 3. Transfer of Company Title or Interest

The Employer’s obligations under this Agreement including Supplements shall be binding upon its successors, administrators, executors and assigns. The Employer agrees that the obligations of this Agreement shall be included in the agreement of sale, transfer or assignment of the business. In the event an entire active or inactive operation, or a portion thereof, or rights only, are sold,

1



leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedings, such operation or use of rights shall continue to be subject to the terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidations, spin-offs or any other method by which a business is transferred.

It is understood by this Section that the signator Employer shall not sell, lease or transfer such run or runs or rights to a third party to evade this Agreement. In the event the Employer fails to require the purchaser, transferee, or lessee to assume the obligations of this Agreement, as set forth above, the Employer (including partners thereof) shall be liable to the Local Union(s) and to the employees covered for all damages sustained as a result of such failure to require the assumption of the terms of this Agreement until its expiration date, but shall not be liable after the purchaser, the transferee or lessee has agreed to assume the obligations of this Agreement. The obligations set forth above shall not apply in the event of the sale, lease or transfer of a portion of the rights comprising less than all of the signator Employer’s rights to a non-signator company unless the purpose is to evade this Agreement. Corporate reorganizations by a signatory Employer, occurring during the term of this Agreement, shall not relieve the signatory Employer or the re-organized Employer of the obligations of this Agreement during its term.

When a signator to this Agreement purchases rights from another signator, the provisions of Article 5 shall apply. The applicable layoff provisions of this Agreement shall apply.

The Employer shall give notice of the existence of this Agreement to any purchaser, transferee, lessee, assignee, or other entity involved in the sale, merger, consolidation, acquisition, transfer, spin-off, lease or other transaction by which the operation covered by this Agreement or any part thereof, including rights only, may be transferred. Such notice shall be in writing, with a copy to the Local Union, at the time the seller, transferor or lessor makes the purchase and sale negotiation known to the public or executes a contract or transaction as herein described, whichever first occurs. The Local Union shall also be advised of the exact nature of the transaction, not including financial details.

The term rights shall include routes and runs.

ARTICLE 2. SCOPE OF AGREEMENT

Section 1. Master Agreement

The execution of this ABF National Master Freight Agreement on the part of the Employer shall apply to all operations of the Employer which are covered by this Agreement and shall have application to the work performed within the classifications defined and set forth in the Agreements supplemental hereto.

Section 2. Supplements to Master Agreement

(a) There are several segments of the trucking industry covered by this Agreement and for this reason Supplemental Agreements are provided for each of the specific types of work performed by the various classifications of employees controlled by this Master Agreement.

All such Supplemental Agreements are subject to and controlled by the terms of this Master Agreement and are sometimes referred to herein as “Supplemental Agreements.”

All such Supplemental Agreements are to be clearly limited to the specific classifications of work as enumerated or described in each individual Supplement.


2


In all cases involving the transfer of work and/or the merger of operations subject to the provisions of Article 8, Section 6 or Article 5, Section 2, where more than one Supplemental Agreement is involved and one or more of them contains provisions contrary to those set forth in Article 8, Section 6 or Article 5, Sections 2, the applicable terms and conditions of the ABF National Master Freight Agreement NMFA shall supersede those of the contrary Supplemental Agreements, including the resolution of any seniority related grievances that may arise following approval of the involved transfer of work and/or merger of operations.

(b) The parties shall establish four (4) Regional Area Iron and Steel and/or Truckload Supplements to the National Master Freight Agreement.

The Employer and the Local Union, parties to this Agreement, may enter into an agreement whereby road drivers working under an Over-The-Road Supplemental Agreement have the opportunity to perform work covered by and subject to the above Regional Area Supplements, under conditions agreed upon. Such Supplement shall be submitted to the appropriate Regional Joint Area Committee.

(c) The jurisdiction covered by the ABF National Master Freight Agreement and its various Supplements thereto includes, without limitation, stuffing, stripping, loading and discharging of cargo or containers. This does not include loading or discharging of cargo or containers to or from vessels except in those instances where such work is presently being performed. Existing practices, rules and understandings, between the Employer and the Union, with respect to this work shall continue except to the extent modified by mutual agreement.

Section 3. Non-covered Units

NO CHANGE

Card Check

(a) When a majority of the eligible employees performing work covered by an Agreement designated by the National Negotiating Committee to be Supplemental to the ABF National Master Freight Agreement execute a card authorizing a signatory Local Union to represent them as their collective bargaining agent at the terminal location, then such employees shall automatically be covered by this Agreement and the applicable Supplemental Agreements. If the an Employer refuses to recognize the Union as above set forth and the matter is submitted to the National Labor Relations Board or any mutually agreed upon process for determination and such determination results in certification or recognition of the Union, all benefits of this Agreement and applicable Supplements shall be retroactive to the date of demand for recognition. In such cases the parties may by mutual agreement negotiate wages and conditions, subject to Regional Joint Area Committee approval.

The parties agree that a constructive bargaining relationship is essential to efficient operations and sound employee relations. The parties recognize that organizational campaigns occur in bargaining relationships and that both parties are free to accurately state their respective positions concerning the organization of certain groups of employees. However, the parties also recognize that campaigns must be waged on the facts only. Accordingly, the parties will not engage in any personal attacks against Union or Company representatives or attacks against the Union or Company as an institution during the course of any such campaign.


3


Additions to Operations: Over-The-Road and Local Cartage Supplemental Agreements

(b) Notwithstanding the foregoing paragraph, the provisions of the ABF National Master Freight Agreement and the applicable Over-the-Road and Local Cartage Supplemental Agreements shall be applied without evidence of union representation of the employees involved, to all subsequent additions to, and extensions of, current operations which adjoin and are controlled and utilized as a part of such current operation, and newly established terminals and consolidations of terminals which are controlled and utilized as a part of such current operation.

If the an Employer refuses to recognize the Union as above set forth and the matter is submitted to the National Labor Relations Board or any mutually agreed-upon process for determination, and such determination results in certification or recognition of the Union, all benefits of this Agreement and applicable Supplements shall be retroactive to the date of demand for recognition.

The provisions of Article 32 - Subcontracting, shall apply to this paragraph. Extensions or additions to current operations, etc., which adjoin and are controlled and utilized as part of such current operation shall be subject to the jurisdiction of the appropriate Change of Operations Committee for the purpose of determining whether the provisions of Article 8, Section 6 - Change of Operations, apply and, if so, to what extent.

Section 4. Single Bargaining Unit

The employees, Unions, and Employer s and Associations covered under this Master Agreement and the various Supplements thereto shall constitute one (1) bargaining unit and contract. It is understood that the printing of this Master Agreement and the aforesaid Supplements in separate Agreements is for convenience only and is not intended to create separate bargaining units.

This ABF National Master Freight Agreement applies to city and road operations, and other classifications of employment authorized by the signatory Employers to be represented by Employer Associations or Employers, where applicable, participating in national collective bargaining. The common problems and interest, with respect to basic terms and conditions of employment, have resulted in the creation of the ABF National Master Freight Agreement and the respective Supplemental Agreements. Accordingly, the Unions Associations and Employer s, parties to this Agreement, acknowledge that this Agreement creates they constitute a single national multi-employer collective bargaining unit. composed of the Associations named hereinafter and those Employers authorizing such associations to represent them for the purpose of collective bargaining, and solely to the extent of such authorization, and such other individual employers which have, or may, become parties to this Agreement.

Section 5. Riders

NO CHANGE

ARTICLE 3. RECOGNITION, UNION SHOP AND CHECKOFF

Section 1. Recognition

(a) The Employer recognizes and acknowledges that the Teamsters National Freight Industry Negotiating Committee and Local Unions affiliated with the International Brotherhood of Teamsters are the exclusive representatives of all employees in the classifications of work covered by this ABF National Master Freight Agreement, and those Supplements thereto approved by the Joint National Negotiating Committees for the purpose of collective bargaining as provided by the National Labor Relations Act.

4



Subject to Article 2, Section 3 - Non-covered Units, this provision shall apply to all present and subsequently acquired over-the-road and local cartage operations and terminals of the Employer.

This provision shall not apply to wholly-owned and wholly independently operated subsidiaries of the Employer which are not under contract with local IBT unions. “Wholly independently operated” means, among other things, that there shall be no interchange of freight, equipment or personnel, or common use, in whole or in part, of equipment, terminals, property, personnel or rights.

Union Shop

(b) All present employees who are members of the Local Union on the effective date of this subsection or on the date of execution of this Agreement, whichever is the later, shall remain members of the Local Union as a condition of employment. Union membership for purposes of this Agreement, is required only to the extent that employees must pay either (i) the Union’s initiation fees and periodic dues or (ii) service fees which in the case of a regular service fee payer payo r shall be equal to the Union’s initiation fees and periodic dues, and in the case of an objecting service fee payer payor shall be the proportion of the initiation fees and dues corresponding to the portion of the Union’s total expenditures that support representational activities. All present employees who are not members of the Local Union and all employees who are hired hereafter shall become and remain members of the Local Union as a condition of employment on and after the thirty-first (31st) calendar day following the beginning of their employment or on and after the thirty-first (31st) calendar day following the effective date of this subsection or the date of this Agreement, whichever is the later. An employee who has failed to acquire, or thereafter maintain, membership in the Union as herein provided, shall be terminated seventy-two (72) hours after ABF his/her Employer has received written notice from an authorized representative of the Local Union, certifying that membership has been, and is continuing to be, offered to such employee on the same basis as all other members and, further, that the employee has had ten (10) days’ written notice from the Union (with a copy to the Employer) of the delinquency and opportunity to make all dues or initiation fee payments. This provision shall be made and become effective as of such time as it may be made and become effective under the provisions of the National Labor Relations Act, but not retroactively.

For purposes of this Article, “present employees” and “employees who are hired hereafter” shall include “casual employees” as defined in Article 3, Section 2 of this Agreement. Such “casual employees” will be required to join the Union prior to their employment on or after before the thirty-first (31st) calendar day following their first (1st) day of employment for any Employer signatory to this Agreement.

Hiring

NO CHANGE

State Law

NO CHANGE

Agency Shop

NO CHANGE

Savings Clause


5


(f) If any provision of this Article is invalid under the law of any state wherein this Agreement is executed, such provision shall be modified to comply with the requirements of state law or shall be renegotiated for the purpose of adequate replacement. If such negotiations shall not result in mutually satisfactory agreement, either party shall be permitted all legal or economic recourse.

Employer Recommendation

(g) In those instances where subsection (b) hereof may not be validly applied, the Employer agrees to recommend to all employees that they become members of the Local Union and maintain such membership during the life of this Agreement, to refer new employees to the Local Union representative, and to recommend to delinquent members that they pay their dues since they are receiving the benefits of this Agreement.

Business agents shall be permitted to attend new employee orientations in right-to-work states. The sole purpose of the business agent’s attendance is to encourage employees to join the Union.

Future Law

NO CHANGE

No Violation of Law

NO CHANGE

Section 2. Probationary and Casual Employees

(a) Probationary Employees

NO CHANGE

(b) Casual Employees

(1) A casual employee is an individual who is not on the regular seniority list and who is not serving a probationary period. A casual may be either a replacement casual or a supplemental casual as hereinafter provided. Casuals shall not have seniority status. Casuals shall not be discriminated against for future employment.

(2) a. Replacement casuals may be utilized by an the Employer to replace regular employees when such regular employees are off due to illness, vacation or other absence, except when an absence of a regular employee continues beyond three (3) consecutive months, a replacement casual shall not thereafter be used to fill such absence, unless the Employer and the Local Union mutually agree to the continued use of a replacement casual. If a CDL-qualified casual filling a position has been regularly employed for a period of six (6) months or more, he will not be required to go through a probationary period if hired into a full-time position.

b. Where the Company is using casuals as vacation replacements for regular employees, and the Area Supplemental Agreement does not provide a method to add regular employees based on the use of casuals to replace vacation absence, the vacation schedules shall be broken into yearly quarters beginning January 1st, and subsequent vacation quarters shall begin on April 1st, July 1st, and October 1st thereafter.


6


Starting with the quarter beginning April, 1991, and continuing each quarter thereafter, the Employer shall add one (1) additional employee to the regular seniority list for each sixty-five (65) vacation replacement days worked by a casual during each vacation quarter.

The application of this formula shall not result in pyramiding.

New employees shall be placed on the respective seniority lists on the first (1st) day of the following quarter unless there are employees in layoff status, in which case such new employees shall be placed on the respective seniority list at the time the laid-off employees are recalled from layoff status.

Employees shall first be added to the regular seniority list from the preferential list, if applicable. Thereafter, employees to be added to the regular seniority list shall be determined by the respective Supplement and shall be subject to the probationary provisions of that Supplement.

In the application of this formula, employees specifically designated under an appropriate reporting procedure to replace absence other than vacations shall not be included as vacation replacements. It is the intent of the parties, in the application of this formula, to add regular employees to the seniority list to replace employees on vacation where there is regular work opportunity for such additional employees.

The implementation of this provision may raise issues particular to a respective Supplemental Agreement. Failure to resolve the issues, such Supplemental Negotiating Committee may agree to waive this provision, or submit the disputed issues to the National Grievance Committee.

(3) Supplemental casuals may be used to supplement the regular work force as provided for in each respective Supplement. Once the number of new employees to be added as required in the Supplement is determined, the Employer must initiate the processing of the new probationary employees immediately, and complete such processing as provided for in the Supplements.

(4) Unless waived in writing by any Joint Supplemental Negotiating Committee, all Supplements shall provide for a preferential casual hiring list and shall provide the qualifications for placement on such list. Casuals on the preferential hiring list shall be offered available extra work and future regular employment in seniority order by classification as among themselves. A preferential casual employee’s seniority date shall be the date he/she becomes a regular employee; and such employee shall not be subject to any probationary period.

Casual employees on the preferential hiring list shall have full access to the grievance procedure.

The provisions of Article 3, Section 3, shall apply to casual employees on the preferential hiring list who are paid on the regular payroll.

Local Unions employing an exclusive hiring hall under the terms of the Supplemental Agreement may petition the respective Joint Area Supplemental Negotiating Committee for approval to waive this subparagraph (4).

(5) Casual road employees, where permitted by Supplemental Agreement, may only be used within the jurisdiction of their respective Regional Area and shall gain preferential status and/or



7


regular seniority status as provided in the respective Supplement, except on approved two-man operations when the extra boards are exhausted.

(6) Any casual employee who declines regular employment shall be terminated without recourse and will not be used by the Employer for any further work.

(7) a. Casual Employment

NO CHANGE

(7) b. Regular Employment

NO CHANGE

(c) Employment Agency Fees

NO CHANGE

Section 3. Checkoff

The Employer agrees to deduct from the pay of all employees covered by this Agreement the dues, initiation fees and/or uniform assessments of the Local Union having jurisdiction over such employees and agrees to remit to said Local Union all such deductions. Where laws require written authorization by the employee, the same is to be furnished in the form required. The Local Union shall certify to the Employer in writing each month a list of its members working for the Employer who have furnished to the Employer the required authorization, together with an itemized statement of dues, initiation fees (full or installment), or uniform assessments owed and to be deducted for such month from the pay of such member. The Employer shall deduct such amount within two (2) weeks following receipt of the statement of certification of the member and remit to the Local Union in one (1) lump sum within three (3) weeks following receipt of the statement of certification. The Employer shall add to the list submitted by the Local Union the names and Social Security numbers of all regular new employees hired since the last list was submitted and delete the names of employees who are no longer employed. Checkoff shall be on a monthly or quarterly basis at the option of the Union. The Local Union and Employer may agree to an alternative option to deduct Union dues bi-monthly.

When an the Employer actually makes a deduction for dues, initiation fees and assessments, in accordance with the statement of certification received from an appropriate Local Union, the Employer shall remit same no later than three (3) weeks following receipt of the statement of certification and in the event the Employer fails to do so, the Employer shall be assessed ten percent (10%) liquidated damages. All monies required to be checked off shall become the property of the entities for which it was intended at the time that such checkoff is required to be made. All monies required to be checked off and paid over to other entities under this Agreement shall become the property of those entities for which it was intended at the time that such payment or checkoff is required to be made.


8


Where an employee who is on checkoff is not on the payroll during the week in which the deduction is to be made, or has no earnings or insufficient earnings during that week, or is on leave of absence, the employee must make arrangements with the Local Union and/or the Employer to pay such dues in advance.

The Employer agrees to deduct from the paycheck of all employees covered by this Agreement voluntary contributions to DRIVE. DRIVE shall notify the Employer of the amounts designated by each contributing employee that are to be deducted from his/her paycheck on a weekly basis for all week worked. The phrase “weeks worked” excludes any week other than a week in which the employee earned a wage. The Employer shall transmit to DRIVE National Headquarters on a monthly basis, in one (1) check, the total amount deducted along with the name of each employee on whose behalf a deduction is made, the employee’s social security number and the amount deducted from that employee’s paycheck. The International Brotherhood of Teamsters shall reimburse the Employer annually for the Employer’s actual cost for the expenses incurred in administering the weekly payroll deduction plan.

The Employer will recognize authorization for deductions from wages, if in compliance with state law, to be transmitted to Local Union or to such other organizations as the Union may request if mutually agreed to. No such authorization shall be recognized if in violation of state or federal law. No deduction shall be made which is prohibited by applicable law.

In the event that an the Employer has been determined to be in violation of this Article by the decision of an appropriate grievance committee, and if such Employer subsequently is in violation thereof after receipt of seventy-two (72) hours’ written notice of specific delinquencies, the Local Union may strike to enforce this Article. However, such strike shall be terminated upon the delivery thereof. Errors or inadvertent omissions relating to individual employees shall not constitute a violation.

Upon written request of an employee, the Employer shall make payroll deductions for the purchasing of U. S. Savings Bonds.

The Employer hereby agrees to participate in the Teamsters National 401(k) Savings Plan (the “Plan”) on behalf of all employees represented for purposes of collective bargaining under this agreement, and shall authorize the Plan to allow for participating employee, upon his request, to take loans on his contributions to the Plan. The Employer is not required to participate in the Teamsters National 401(k) if Teamsters employees were eligible to participate in an the Employer’s sponsored 401(k) as of January 1, 1998.

The Employer will make or cause to be made payroll deductions from participating employee’s wages, in accordance with each employee’s salary deferral election subject to compliance with ERISA and the relevant tax code provisions. The Employer will forward withheld sum to State Street Bank Prudential or its successor at such time, in such form and manner as required pursuant to the Plan and Declaration of Trust (the “Trust”).

The Employer will execute a Participation Agreement with TNFINC and the Trustees of the Plan evidencing Employer participation in the Plan effective prior to any employee deferral being received by the Plan.

Section 4. Work Assignment

The Employer s agree s to respect the jurisdictional rules of the Union and shall not direct or require their its employees or persons other than the employees in the bargaining units here involved, to perform work which is recognized as the work of the employees in said units. This is not to interfere with bona fide contracts with bona fide unions.

9



Dock Pick-up:

This provision supercedes any other related article contained in the Agreement.

The Employer agrees that the function of the supervisor is the supervision of employees and not the work of the employees they supervise.
However, where no local cartage employees are on the property, a supervisor can load an unscheduled customer pick-up on an occasional and incidental basis. It is understood that this provision is intended to only apply to unanticipated situations taking less than thirty (30) minutes. The company shall not intentionally schedule such pick-ups for times when the local cartage employees are not available.

Section 5.

The term “Local Union” as used herein refers to the IBT Local Union which represents the employees of the particular Employer for the purpose of collective bargaining at the particular place or places of business to which this Agreement and the Supplements thereto are applicable, unless by agreement of the Local Union involved, or a Change of Operations Committee, or a jurisdictional award under Article 30 herein, jurisdiction over such employees, or any number of them, has been transferred to some other Local Union, in which case the term Local Union as used herein shall refer to such other Local Unions. Nothing herein contained shall be construed to alter the single multi- employer, multi-union unit or single contract status of this Agreement.

Section 6. Electronic Funds Transfer (Direct Deposit)

If the Employer institutes an electronic funds transfer (EFT) system, employees may participate.

Where not prohibited by State Law, all employees hired after the date of ratification are required to use electronic deposit of their paychecks. If the employee is enrolled on Direct Deposit and the employee’s pay is not deposited to their bank account on payday due to employer error, the employee’s pay will be deposited to the employee’s account by means of Electronic Funds Transfer or the employee will be paid by station draft that same day.

If an employee hired after the date of ratification is unable to obtain a bank account, he/she will be paid electronically using a pay card/debit card. If for reasons beyond the Employer’s control, such as weather delays, express mail failure, etc. an employee’s “paycheck” or debit card does not arrive at the employee’s facility by payday, a replacement check will be issued at the General Office and mailed to the employee’s facility by the end of that business day.

The Employer shall furnish an itemized statement of earnings and deductions with all paychecks.

Section 7. Utility Employee

NO CHANGE

ARTICLE 4. STEWARDS

NO CHANGE



10


ARTICLE 5.

Section 1. Seniority Rights

NO CHANGE

Section 2. Mergers of Companies-General

NO CHANGE

Combining of Terminals or Operations as a Result of Merger of Companies

NO CHANGE

Active Seniority List

NO CHANGE

Layoff Seniority list

NO CHANGE

Temporary Authority

NO CHANGE

Purchase of Rights

NO CHANGE

Exclusive Cartage Operations

NO CHANGE

Committee Authority

NO CHANGE

Section 3. Intent of Parties

NO CHANGE

Section 4. Equipment Purchases

NO CHANGE

Highest Rates Prevail

NO CHANGE



11


Cutting Seniority Board

NO CHANGE

Posting Seniority List

NO CHANGE

Section 5. Work Opportunity

NO CHANGE

Section 6. Overtime

NO CHANGE

ARTICLE 6.

Section 1. Maintenance of Standards

NO CHANGE

Local Standards

NO CHANGE

Individual Employer Standards

NO CHANGE

General

NO CHANGE

Section 2. Extra Contract Agreements

NO CHANGE

Section 3. Workweek Reduction

NO CHANGE

Section 4. New Equipment

NO CHANGE

ARTICLE 7. LOCAL AND AREA GRIEVANCE MACHINERY

Section 1.


12


(a) Provisions relating to local, state and area grievance machinery are set forth in the applicable Supplements to this Agreement.

Each Supplemental Agreement shall provide for a Regional Joint Area Review Committee. The Committee shall review and consider any case deadlocked by the Regional Joint Area Committee. The Regional Joint Area Review Committee shall consist of the Freight Coordinator from the applicable Region or a designee of the TNFINC Chairman and a designee of the Executive Director of TMI. The Committee shall have the authority to resolve any such deadlocked case either by review of the evidence presented to the Regional Joint Area Committee or by rehearing the case. The decisions of the Committee shall be final and binding. In the event the Committee is unable to resolve the deadlock, the case shall be referred to the National Grievance Committee.

Unless otherwise indicated in writing to TMI and TNFINC by a Supplemental Negotiating Committee prior to ratification of this Agreement, there shall be no arbitration of discharge and suspensions.

(b) All grievances arising under the provisions of the Master Agreement (Articles 1-39) shall be filed directly with the appropriate Regional Joint Area Committee. The Regional Joint Area Committee shall have the authority to render a final and binding decision or direct the grievance to the appropriate lower level committee for hearing if the grievance is not properly claimed under the provisions of the Master Agreement. The Regional Joint Area Committee must hear and decide such cases within ninety (90) days of the filing of the grievance. Grievances arising under Article 9 - Protection of Rights, Article 29, Sections 1 or 2(a) and (b) - Substitute Service and Article 32, Subcontracting shall be expeditiously processed and may be heard at either regularly scheduled or specially called hearings. A grievance may be filed by any Region whose members are adversely affected by an alleged violation of Article 32, Section 4(b) occurring within its jurisdiction.

(c) It is mutually agreed that the procedures for processing complaints concerning matters of highway and equipment safety shall be incorporated in the applicable Supplemental Agreement, in accordance with the guidelines established by the ABF National Master Freight Safety, Health and Equipment Committee provided for in Article 16.

Special Joint Area Committees shall also be created in compliance with the provisions of Article 35, Sections 3 and 4.

The procedure set forth in the local, state and area grievance machinery and in the national grievance procedure may be invoked only by the authorized Union representative or the Employer representative. Authorized representatives of the Union and/or Employer may file grievances alleging violation of this Agreement, under local grievance procedure, or as provided herein, unless provided to the contrary or otherwise mutually agreed in the Supplemental Agreement and/or respective committee rules of procedure. Time limitations regarding the filing of grievances, if not set forth in the respective Supplemental Agreements, must appear in the Rules of Procedure of the various grievance committees and shall apply equally to the Employer and employees.

The Rules of Procedure of the various committees established under the Agreement shall be subject to the review and approval of the National Grievance Committee.

Section 2. Grievant’s Bill of Rights

NO CHANGE

Section 3.

13



NO CHANGE

Section 4.

Discharge cases shall be docketed and scheduled to be heard at the next regularly scheduled City/ Joint State/Supplemental Committee meeting.

Section 5. Timely Payment of Grievances

All monetary grievances that have been resolved either by decision or through a signed, dated written settlement agreement shall be paid within fourteen (14) calendar days of formal notification of the decision or the date of the settlement agreement. If an the Employer fails to pay a monetary grievance in accordance with this Section, the Employer shall pay as liquidated damages to each affected grievant eight (8) hours straight time pay for each day the Employer delays payment, commencing the date the grievant(s) notified the Employer of such non-payment.

Section 6.

NO CHANGE

ARTICLE 8. NATIONAL GRIEVANCE PROCEDURE

Section 1.

All grievances or questions of interpretations arising under this ABF National Master Freight Agreement or Supplemental Agreements thereto shall be processed as set forth below.

(a) All factual grievances or questions of interpretation arising under the provisions of the Supplemental Agreement (or factual grievances arising under the ABF National Master Freight Agreement), shall be processed in accordance with the grievance procedure of the applicable Supplemental Agreement.

If upon the completion of the grievance procedure of the Supplemental Agreement the matter is deadlocked, the case shall be immediately forwarded to both the Employer and Union secretaries of the National Grievance Committee, together with all pertinent files, evidence, records and committee transcripts.

Any request for interpretation of the ABF National Master Freight Agreement shall be submitted directly to the Regional Joint Area Committee for the making of a record on the matter, after which it shall be immediately referred to the National Grievance Committee. Such request shall be filed with both the Union and Employer secretaries of the National Grievance Committee with a complete statement of the matter.

(b) Any matter which has been referred pursuant to Section 1(a) above, or any question

concerning the interpretation of the provisions contained in the ABF National Master Freight Agreement, shall be submitted to a permanent National Grievance Committee which shall be composed of an equal number of employer and union representatives. The National Grievance Committee shall meet on a regular basis, for the disposition of grievances referred to it, or may meet at more frequent intervals, upon call of the chairman of either the Employer or Union representatives on the National Grievance Committee. The National Grievance Committee shall adopt rules of procedure which may include the reference of disputed matters to subcommittees for investigation and report, with the final decision or approval, however, to be

14


made by the National Grievance Committee. If the National Grievance Committee resolves the dispute by a majority vote of those present and voting, such decisions shall be final and binding upon all parties.

Cases deadlocked by the National Grievance Committee shall be referred as provided in Section 2(b) below. Procedures relating to such referrals shall be included in the Rules of Procedure of the National Grievance Committee.

The Employer may request the co-chairmen of the National Grievance Committee to appoint and convene a joint Employer and Union Committee which shall have the authority to approve uniform dispatch procedures and rules which shall apply to the individual company’s over-the-road operations.

No Employer signatory to this Agreement shall be permitted to have its own grievance procedure.

Section 2.

(a) The National Grievance Committee by majority vote may consider and review all questions of interpretation which may arise under the provisions contained in the ABF National Master Freight Agreement which are submitted by either the Chairman of TNFINC or the Executive Director of TMI. The National Grievance Committee by majority vote shall have the authority to reverse and set aside all resolutions of grievances by any lower level grievance committee or review committee involving or affecting the interpretation(s) of Articles 1-39 of the ABF National Master Freight Agreement, in which case the decision of the National Grievance Committee shall be final and binding. A failure by the National Grievance Committee to reach a majority decision on a question concerning interpretation or on a review of a decision by a lower level grievance committee or review committee shall not be considered a deadlock and will not be referred to the National Review Committee. In case of a failure to reach a majority decision in reviewing the decision of a lower level grievance committee or review committee, the decision of the lower level grievance committee or review committee shall stand as final and binding.

(b) All grievances deadlocked at the National Grievance Committee shall be processed as set forth below.

1. All such deadlocked grievances shall be automatically referred to the National Review
Committee, which shall consist of the Chairman of TNFINC, or his/her designee and the
Executive Director of TMI, or his/her designee. The National Review Committee shall have the authority to resolve any such deadlocked case by review of the record presented to the National Grievance Committee or by rehearing the case, or by referring the case to a subcommittee of either the Joint National Negotiating Committee or the appropriate Supplemental Negotiating Committee to negotiate a recommended resolution of the case. The subcommittee of the Negotiating Committee to which the case was referred must report its recommendation or deadlock to the National Review Committee for resolution. Unless the National Review Committee in writing mutually agrees otherwise, said Committee shall have a period of 15 days (excluding Saturdays, Sundays and holidays) from the date of the National Grievance Committee deadlock to resolve the case. The decision of the National Review Committee shall be final and binding.

2. In the event the National Review Committee is unable to resolve the deadlock, the President of the Employer involved and the Chairman of TNFINC shall have 30 additional days (excluding Saturdays, Sundays and holidays), from the final day of consideration by the National Review Committee to attempt to resolve the case. The TMI and TNFINC representatives on the National Review Committee shall be responsible for notifying the President of the Employer involved and the Chairman of TNFINC of the final day of consideration by the Committee of the deadlocked grievance. In considering factual disputes that are deadlocked or deadlocked questions of interpretation arising out of Supplemental Agreements,

15


the decision of either the National Grievance Committee or the National Review Committee shall be based on the provisions of the applicable Supplemental Agreement.

3. No lawyers will be permitted to present cases at any step of the grievance procedure.

4. The decision of any grievance committee or panel shall be specifically limited to the matters submitted to it and the grievance committee or panel shall have no authority in any manner to amend, alter or change any provision of the Agreement.

5. If the Employer or Union challenges in court a decision issued by any dispute resolution panel provided for under this Agreement, the cost of the challenge, including the court costs and attorney’s fees, shall be paid by the losing party.

Section 3. Work Stoppages

(a) The parties agree that all grievances and questions of interpretation arising from the provisions of this Agreement shall be submitted to the grievance procedure for determination. Accordingly, except as authorized by law, as provided below or as specifically provided in other Articles of the ABF National Master Freight Agreement, no work stoppage, slowdown, walkout or lockout shall be deemed to be permitted or authorized by this Agreement.

A “representation dispute” in circumstances under which the Employer is not required to recognize the Union under this Agreement is not subject to the grievance procedure herein and the provisions of this Article do not apply to such dispute.

(b) In the event an the Employer is delinquent in its health & welfare or pension payments in the manner required by the applicable Supplemental Agreement, the Local Union shall have the right to take whatever action it deems necessary until such delinquent payments are made. The Local Union shall give the Employer a seventy-two (72) hour, (excluding Saturdays, Sundays, and holidays), prior written notice of the Local Union’s authorization of strike action which notice shall specify the failure to make health & welfare or pension payments providing the basis for such strike authorization. In no event shall the Union have the right to strike over a dispute concerning the eligibility and/or payment of health & welfare or pension contributions by an the Employer on behalf of specific individuals and such disputes shall be subject to the grievance procedure.

(c) In the event the Employer fails to comply with a decision rendered by a grievance committee or a grievance settlement, provided a settlement has been reduced to writing, dated and signed by both the Local Union and the Employer the Local Union shall give the Employer a seventy-two (72) hour (excluding Saturday, Sunday and holidays) prior written notice of the Local Union’s authorization of strike action, which notice shall specify the basis for the compliance failure. If the Employer believes that it is in compliance or that there is a clarification needed in order to comply, the matter of compliance and/or clarification shall be submitted to the grievance committee that decided the case. The question of compliance or clarification shall be determined by the grievance committee within forty-eight (48) hours after receipt of the Employer request. The forty-eight (48) hour period for the grievance committee to determine the question of compliance or clarification shall run concurrently with the seventy-two (72) hour notice prior to a strike. The grievance committee may meet telephonically to consider and decide questions of compliance or clarification.


16


Section 4.

(a) It is mutually agreed that the Local Union will, within two (2) weeks of the date of the signing of this Agreement, serve upon the Employer a written notice listing the Union’s authorized representatives who will deal with the Employer, make commitments for the Local Union generally and, in particular, those individuals having the sole authority to act for the Local Union in calling or instituting strikes or any stoppages of work which are not in violation of this Agreement. The Local Union may from time to time amend its listing of authorized representatives by certified mail. The Local Union shall not authorize any work stoppages, slowdown, walkout, or cessation of work in violation of this Agreement. It is further agreed that in all cases of an unauthorized strike, slowdown, walkout, or any unauthorized cessation of work which is in violation of this Agreement the Union shall not be liable for damages resulting from such unauthorized acts of its members.

In the event of a work stoppage, slowdown, walkout or cessation of work, not permitted by the provisions of Article 8, Section 3(a), (b), or (c) alleged to be in violation of this Agreement, the Employer shall immediately send a wire or fax to the Freight Coordinator in the appropriate Regional Area and to the Chairman of TNFINC to determine if such strike, etc., is authorized.

No strike, slowdown, walkout or cessation of work alleged to be in violation of this Agreement shall be deemed to be authorized unless notification thereof by telegram has been received by the Employer and the Local Union from such Regional Area. If no response is received by the Employer within twenty-four (24) hours after request, excluding Saturdays, Sundays, and holidays, such strike, etc., shall be deemed to be unauthorized for the purpose of this Agreement.

In the event of such unauthorized work stoppage or picket line, etc., in violation of this
Agreement, the Local Union shall immediately make every effort to persuade the employees to commence the full performance of their duties and shall immediately inform the employees that
the work stoppage and/or picket line is unauthorized and in violation of this Agreement. The
question of whether employees who refuse to work during such unauthorized work stoppages, in violation of this Agreement, or who fail to cross unauthorized picket lines at their Employer’s premises, shall be considered as participating in an unauthorized work stoppage in violation of this Agreement may be submitted to the grievance procedure, but not the amount of suspension herein referred to.

It is specifically understood and agreed that the Employer during the first twenty-four (24) - hour period of such unauthorized work stoppage in violation of this Agreement, shall have the sole and complete right of reasonable discipline, including suspension from employment, up to and including thirty (30) days, but short of discharge, and such employees shall not be entitled to or have any recourse to the grievance procedure. In addition, it is agreed between the parties that if any employee repeats any such unauthorized strike, etc., in violation of this Agreement, during the term of this Agreement, the Employer shall have the right to further discipline or discharge such employee without recourse for such repetition. After the first twenty-four (24) - hour period of an unauthorized stoppage in violation of this Agreement, and if such stoppage continues, the Employer shall have the sole and complete right to immediately further discipline or discharge any employee participating in any unauthorized strike, slowdown, walkout, or any other cessation of work in violation of this Agreement, and such employees shall not be entitled to or have any recourse to the grievance procedure. The suspension or discharge herein referred to shall be uniformly applied to all employees participating in such unauthorized activity. The Employer shall have the sole right to schedule the employee’s period of suspension.

The International Brotherhood of Teamsters, the Teamsters National Freight Industry Negotiating Committee, Joint Councils and Local Unions shall make immediate efforts to terminate any strike or stoppage of work as aforesaid which is not authorized by such organizations, without assuming liability

17


therefore. For and in consideration of the agreement of the International Brotherhood of Teamsters, Teamsters National Freight Industry Negotiating Committee, Joint Councils and Local Unions affiliated with the International Brotherhood of Teamsters to make the aforesaid efforts to require Local Unions and their members to comply with the law or the provisions of this Agreement, including the provisions limiting strikes or work stoppages, as aforesaid, the Associations and Employer s who are is parties party hereto agree s that they it will not hold the International Brotherhood of Teamsters, the Teamsters National Freight Industry Negotiating Committee, Joint Councils and Local Unions liable or sue them in any court or before any administrative tribunal for undertaking such efforts to terminate unauthorized strikes or stoppages of work as aforesaid or for undertaking such efforts to require Local Unions and their members to comply with the law or the provisions of this Agreement, or for taking no further steps to require them to do so. It is further agreed that signator Associations and the Employer s will not hold the International Brotherhood of Teamsters, Teamsters National Freight Industry Negotiating Committee, Joint Councils or Local Unions liable or sue them in any court or before any administrative tribunal for such unauthorized work stoppages alleging condonation, ratification or assumption of liability for undertaking such efforts to terminate strikes or stoppages of work, or requiring Local Unions and their members to comply with the law or the provisions of this Agreement.

The provisions of this Article shall continue to apply during that period of time between the expiration of this Agreement and the conclusion of the negotiations or the effective date of the successor Agreement, whichever occurs later, except as provided in Article 39. It is understood and agreed that failure by the International Brotherhood of Teamsters, Teamsters National Freight Industry Negotiating Committee, and/or Joint Councils to authorize a strike by a Local Union shall not relieve such Local Union of liability for a strike authorized by it and which is in violation of this Agreement.

(b) The question of whether the International Union, Teamsters National Freight Industry Negotiating Committee, Joint Council or Local Union have met its obligation set forth in the immediately preceding paragraphs, or the question of whether the International Union, Teamsters National Freight Industry Negotiating Committee, and Joint Council or the Local Union, separately or jointly, participated in an unauthorized work stoppage, slowdown, walkout or cessation of work in violation of this Agreement by calling, encouraging, assisting or aiding such work stoppage, etc., in violation of this Agreement, or the question of whether an authorized strike provided by Article 8, Section 3(a), (b) or (c) is in violation of this Agreement, or whether an the Employer engaged in a lockout in violation of this Agreement, shall be submitted to the grievance procedure at the national level, prior to the institution of any damage suit action. When requested, the co-chairmen of the National Grievance Committee shall immediately appoint a subcommittee to develop a record by collecting evidence and hearing testimony, if any, on the questions of whether the International Union, Teamsters National Freight Industry Negotiating Committee, Joint Council or Local Union have met its obligations as aforesaid, or of Union Participation or Employer lockout in violation of this Agreement. The record shall be immediately forwarded to the National Grievance Committee for decision. If a decision is not rendered within thirty (30) days after the co-chairmen have convened the National Grievance Committee, the matter shall be considered deadlocked.

A majority decision of the National Grievance Committee on the questions presented as aforesaid shall be final and binding on all parties. If such majority decision is rendered in favor of one (1) or more of the Union entities, or the Employer, in the case of lockout, no damage suit proceedings on the issues set forth in this Article shall be instituted against such Union entity or such Employer. If, however, the National Grievance Committee is deadlocked on the issues referred to in this subsection 4(b), the issues must be referred to the National Review Committee for resolution prior to either party instituting damage suit proceedings. If the National Review Committee decides that a strike was unlawful, it shall not have the authority to assess damages. Except as provided in this subsection 4(b), agreement to utilize this procedure shall not thereafter in any way limit or constitute a waiver of the right of the Employer or Union to commence damage suit action. However, the use of evidence in this procedure shall not waive the right

18


of the Employer or Union to use such evidence in any litigation relating to the strike or lockout, etc., in violation of this Agreement. There shall not be any strike, slowdown, walkout, cessation of work or lockout as a result of a deadlock of the National Grievance Committee on the questions referred to under this subsection 4(b) and any such activity shall be considered a violation of this Agreement.

(c) In the event that an the Employer, party to this Agreement, commences legal proceedings against the Union after the Union’s compliance with the provisions of Article 8, Section 3(a), (b) or (c), the Employer Associations will cooperate in the presentation to the court of the applicable majority grievance committee decision.

(d) Nothing herein shall prevent the Employer or Union from securing remedies granted by law except as specifically set forth in subsection 4(b).

Section 5.

NO CHANGE

Section 6. Change of Operations

Change of Operations Committee

(a) Present terminals, breaking points or domiciles shall not be transferred, changed or modified without the approval of an appropriate Change of Operations Committee. Such Committee shall be appointed in each of the Regional Areas, equally composed of Employer and Union representatives. The Change of Operations Committee shall have the authority to determine the seniority of the employees affected and such determination shall be final and binding.

In the event a proposed change of operations includes the establishment of either a new or satellite terminal as a “combination” facility with a common city driver and dock seniority roster, when such change of operations results in the relocation or movement of city drivers and dock employees from an existing terminal recognizing separate (split) seniority rosters for city drivers and dock employees, the Change of Operations Committee shall have the authority to determine the conditions under which such a combination facility may be established, including but not limited to, the number of city drivers and dock employees who qualify, be allowed to follow the work to the new or satellite combination terminal, the implementation of training programs to qualify dock employees as city drivers and the seniority right of affected employees to either return to the “mother” terminal and/or claim additional driving positions at the satellite terminal within reasonable time periods following the establishment of such combination terminal, as determined by the Committee. Existing terminals that recognize separate city driver and dock seniority rosters (split terminals) shall not be converted to “combination” terminals unless and until such time as a majority of those affected employees agree to such conversion, in which case the Change of Operations Committee shall have the authority to determine the conditions under which such conversion shall be implemented.

Such Committee, however, shall observe the Employer’s right to designate domiciles and the operational requirements of the business. Where the Union raises the question as to whether or not certain proposed runs of excessive length can be made, the Employer must be prepared to submit objective evidence including DOT certification or logs and tapes that such runs have been tested and were made within the DOT hours of service regulations. Individual employees shall not be redomiciled more than once during the term of this Agreement as the result of an approved change of operations unless a merger, purchase, sale, acquisition or consolidation of employers is involved, or unless there is proven economic need as determined by the Change of Operations Committee based on factual evidence presented.


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Pension and health & welfare contributions paid on behalf of a redomiciled employee shall be paid to the Funds to which the contributions were made prior to the employee’s change of domicile, and the decisions of the Change of Operations Committee shall so specify. This Section does not apply to employees who voluntarily transfer to new domiciles, unless such transfer is a result of a Change of Operations Committee decision. Any dispute concerning the appropriate fund for an the Employer’s contribution on behalf of a redomiciled employee, pursuant to a Change of Operations Committee decision, shall be referred to the National Grievance Committee. The decision of the National Grievance Committee shall to the extent permitted by law, be final and binding on all affected parties, including the Trust Funds.

The Change of Operations Committee shall also have jurisdiction for a period of twelve (12) months following the opening of a new terminal to consider the redomicile of employees who are laid off as a direct result of such opening of a terminal. The Committee shall also have jurisdiction over the closing of a terminal in regard to seniority, as well as to determine the conditions under which freight may or may not be interlined into the area of a vacated operations when necessary to retain major customers, including mandating the use of union carriers where available. In no event will the Employer be granted the authority to vacate a facility and interline the freight on a non-union subsidiary of the parent company.

The above shall not apply within a twenty-five (25)-mile radius.

The Change of Operations Committee shall have the authority to require a definition of primary and shared lanes, where applicable.

The Change of Operations Committee shall not grant the Employer authority to relocate U.S. operations, work, or terminals to Mexico.

Change of Operations Committee Procedure

NO CHANGE

Moving Expenses

NO CHANGE

Change of Operations Seniority

NO CHANGE

Closing, Partial Closing of Terminals-Transfer of Work

NO CHANGE

Closing of Terminals-Elimination of Work

NO CHANGE

Layoff


20


NO CHANGE

Opening of Terminals

(3) When a new terminal(s) is opened (except as a replacement for existing operations or a new division in a locality where there are existing operations), the Employer shall offer to those employees, if any, affected thereby the opportunity to transfer to regular positions in the new terminal(s) in the order of such employee’s continuous classification (road or city) seniority date as defined herein. Upon arrival at such new location, such employees shall be “dovetailed” with their continuous classification (road or city) seniority date together with other employees so transferring.

This provision is not intended to cover situations where there is replacement of an existing operation or where a new division is opened in a locality where there is an existing terminal. In these latter situations, those employees laid off at the existing facilities shall have first (1st) opportunity for employment at the new operation in accordance with their continuous classification (road or city) seniority date, and upon arrival shall be similarly “dovetailed.” If all regular full-time positions are not filled in this manner, then the provisions of the preceding paragraph shall apply.

(4) When a Company which has an established Local Cartage Operation, which has been cleared by system OTR drivers, seeks to establish a new OTR domicile there, the Company shall first file for a Change of Operations giving transfer opportunity, with regard to the initial complement, to OTR drivers from those system OTR domiciles that previously serviced such Local Cartage Operation with reasonable regularity. Such transfer opportunity shall remain in effect for any additions to the initial complement for a period of not less than 120 calendar days, after which further additions to such complement shall be hired at the locality where such new OTR domicile was established.

(5) Any employee redomiciled by an approved change of operations to another domicile shall upon reporting to such new domicile be deemed to have relinquished his/her right to return, with seniority, to the domicile from which he/she was transferred, except under another approved change of operations. Employees who avail themselves of the transfer privileges because they are on layoff at their original terminal may exercise their seniority rights if work becomes available at their original terminal during the five (5) year layoff period allowed them at their original terminal.

(6) When an the Employer’s proposed Change of Operations offers a specific number of road positions at a gaining domicile, the Employer shall be required to make every good faith effort

and use all practical means to hire qualified applicants to fill such offered positions that are left vacant because other employees affected by the Change have elected not to bid into that gaining domicile. The Employer’s duty to hire under this provision is to use every reasonable means to advertise for qualified applicants and to meet with the affected Local Union(s) to seek qualified applicants. Nothing in this provision shall be construed to create an obligation that the Employer maintain or otherwise guarantee a specific number of employees at a gaining domicile. Any grievance concerning any issue which may arise under this provision shall be filed directly with the Multi-Region Change of Operations Committee.

In the event it is determined by the Multi-Region Change of Operations Committee that the Employer has not made every good faith effort and used all practical means to hire qualified applicants for road positions as required under this provision, the Committee may require the Employer to hire qualified applicant(s) as outlined above.




21


Definition of Terms

NO CHANGE

Qualifications and Training

NO CHANGE

Intent of Parties

(g) The parties acknowledge that the above rules are intended solely as general standards and further that many factual situations will be presented which necessitate different application, modification or amendment. Accordingly, the parties acknowledge that questions of the application of seniority rights may arise which require different treatment and it is anticipated and understood that the Employers and Unions jointly involved and/or the respective grievance committees may mutually agree to such disposition of questions of seniority which in their judgment is appropriate under the circumstances.

The Change of Operations Committees, as provided herein or in the Supplemental Agreements, shall have the authority to determine the application of seniority in those situations presented to them. In all cases, the seniority decisions of the Joint Committees, including the Change of Operations Committees and subcommittees established by the ABF National Master Freight Agreement and the respective Supplemental Agreements, shall be final and binding.

S ection 7.

Any grievance committee or panel, as constituted under this Agreement, shall have the jurisdiction and power to decide grievances which arose under the preceding agreements and supplements thereto. In doing so, the committees or panels shall follow the grievance procedure set forth in the 2003 2008 - 2008 2013 Agreement, but apply the contract under which the grievance arose.

Section 8. Sleeper Cab Operations

NO CHANGE

A. Work Rules

NO CHANGE

B. Team Classifications

NO CHANGE

C. Dispatch Method

NO CHANGE

D. Laypoint and Layover

NO CHANGE



22


E. Abuse of Free Time

NO CHANGE

F. Mark-Off Procedure For Non-Scheduled Sleeper Cab Drivers

NO CHANGE

H. Bedding and Linen

NO CHANGE

I. Sleeper Cab Equipment

NO CHANGE

J. Sleeper Cab Occupants

NO CHANGE

K. Method of Dispatch At Foreign Domiciles

NO CHANGE

L. Foreign Power Courtesy Dispatch

NO CHANGE

M. National Sleeper Cab Grievance Committee

NO CHANGE

ARTICLE 9. PROTECTION OF RIGHTS

NO CHANGE

ARTICLE 10. LOSS OR DAMAGE

Section 1.

NO CHANGE

Section 2.
Prior to an employee being charged with the responsibility and liability for any loss, damage or theft because of willful gross negligent acts on the part of the employee, a hearing shall be held with the Local Union, the employee and the Employer. Employees who are found to be liable and required to make restitution for such liability, shall not then be subject to any further disciplinary action. Any disputes between the parties may be referred to the grievance procedure of the applicable Area Supplemental Agreement and the ABF National Master Freight Agreement.



23


ARTICLE 11. BONDS AND INSURANCE

Section 1.
Should the Employer require any employee to give bond, cash bond shall not be compulsory, and any premium involved shall be paid by the Employer. The primary obligation to procure the bonds shall be on the Employer. If the Employer cannot arrange for a bond within ninety (90) days, it must so notify the employee in writing. Failure to so notify shall relieve the employee of the bonding requirement. If proper notice is given, the employee shall be allowed thirty (30) days from the date of such notice to make his/her own bonding requirements, standard premiums only on said bond to be paid by the Employer. A standard premium shall be that premium paid by the Employer for bonds applicable to all other of its employees in similar classifications. Any excess premium is to be paid by the employee. Cancellation of a bond after once issued shall not be cause for discharge unless the bond is cancelled for cause which occurs during working hours, or due to the employee having given a fraudulent statement in obtaining said bond.

Every driver must maintain a valid commercial driver’s license and required endorsements and be covered by insurance. If an the Employer cannot cover a driver under an existing fleet policy, the Employer will promptly apply to the state assigned risk-pool to provide any comparable coverage. During the pendency of the application and until insurance is obtained, the driver will not be terminated, but will be taken out of driving service. When any comparable insurance is obtained, the employee will be responsible for paying any excess over the standard charges.

Section 2. Corporate Owned Life Insurance

NO CHANGE

ARTICLE 12. UNIFORMS

NO CHANGE

ARTICLE 13. PASSENGERS

NO CHANGE

ARTICLE 14. COMPENSATION CLAIMS

Section 1. Compensation Claims

(a) The Employer agrees to cooperate toward the prompt disposition of employee on-the-job injury claims. The Employer shall provide worker’s compensation protection for all employees even though not required by state law, or the equivalent thereof, if the injury arose out of or in the course of employment. No employee will be disciplined or threatened with discipline as a result of filing an on-the-job injury report. The Employer or its designee shall not visit an injured worker at his/her home, at a hospital or any location outside the employee’s home terminal without his/her consent.

(b) At the time an injury report is turned in, the Employer shall provide the injured employee with an information sheet briefly outlining the procedure for submitting a worker’s compensation claim to include the name, address and phone number of the company’s worker’s compensation representative and other pertinent information relative to claim payment.


24


(c) An employee who is injured on the job, and is sent home, or to a hospital, or who must obtain medical attention, shall receive pay at the applicable hourly rate for the balance of his/her regular shift on that day. An employee who has returned to his/her regular duties after sustaining a compensable injury who is required by the worker’s compensation doctor to receive additional medical treatment during his/her regularly scheduled working hours shall receive his/her regular hourly rate of pay for such time. Where not prohibited by state law, employees who sustain occupational injury or illness shall be allowed to select a physician of their own choice and shall notify the Employer in writing of such physician.

(d) Road drivers sustaining an injury while being transported in company-provided transportation for Company purposes at a layover terminal shall be considered as having been injured on the job.

(e) In the event that an employee sustains an occupational illness or injury while on a run away from his/her home terminal, the Employer shall provide transportation by bus, train, plane, or automobile to his/her home terminal if and when directed by a doctor.

(f) The Employer agrees to provide any employee injured locally transportation at the time of injury, from the job to the medical facility and return to the job, or to his/her home if required.

(g) In the event of a fatality arising in the course of employment, while away from the home terminal, the Employer shall return the deceased to his/her home at the point of domicile.

(h) The Employer may publish reasonable safety rules and procedures and provide the Local Union with a copy. Failure to observe such reasonable rules and/or procedures shall subject the employee to disciplinary action in accordance with the disciplinary procedures in the applicable Supplemental Agreement. However, the time limitation relative to prior offenses shall be waived to permit consideration of the employee’s entire record of failure to observe reasonable safety rules and/or procedures resulting in lost time personal injuries. This provision does not apply to vehicular accidents.

When issuing progressive discipline under the terms and conditions of Article 14 Section 1(h), it is understood that the time limitation relative to prior offenses of failure to observe reasonable safety rules and/or procedures resulting in lost time injuries is waived and may be included in the disciplinary process.

However it is also understood that when an the employer Employer issues progressive discipline, the employer shall not utilize prior discipline that is in excess of three (3) years old when issuing additional progressive discipline, unless the employee has shown a pattern of failure to observe reasonable safety rules and/or procedures resulting in lost time injuries.

Section 2. Modified Work

(a) The Employer may establish a modified work program designed to provide temporary opportunity to those employees who are unable to perform their normal work assignments due to a disabling on-the-job injury. Recognizing that a transitional return-to work program offering both physical and mental therapeutic benefits will accelerate the rehabilitative process of an injured employee, modified work programs are intended to enhance worker’s compensation benefits and are not to be utilized as a method to take advantage of an employee who has sustained an industrial injury, nor are they intended to be a permanent replacement for regular employment.

An active employee, who is injured on the job, qualifies for workers’ compensation benefits and is subsequently laid off, will continue to receive compensation payments and benefits for the period provided by his/her supplement.


25


(b) Implementation of a modified work program shall be at the Employer’s option and shall be in strict compliance with applicable federal and state worker’s compensation statutes. Acceptance of modified work shall be on a voluntary basis at the option of the injured employee. However, refusal to accept modified work by an employee, otherwise entitled to worker’s compensation benefits, may result in a loss or reduction of such benefits as specifically provided by the provisions of applicable federal or state worker’s compensation statutes. Employees who accept modified work shall continue to be eligible to receive “temporary partial” worker’s compensation benefits as well as all other entitlements as provided by applicable federal or state worker’s compensation statutes.

Employees who need additional medical and/or physical therapy may go for such treatments during scheduled hours for modified work whenever practical and reasonable.

(c) At facilities where the Employer has a modified work program in place, temporary modified assignments shall be offered in seniority order to those regular full time employees who are temporarily disabled due to a compensable worker’s compensation injury and who have received a detailed medical release from the attending physician clearly setting forth the limitations under which the employee may perform such modified assignments. Once a modified work assignment is made and another person is injured, the second person must wait until a modified work opening occurs, regardless of seniority. All modified work assignments must be made in strict compliance with the physical restrictions as outlined by the attending physician. All modified work program candidates must be released for eight (8) hours per day, five (5) days per week. The Employer, at its option, may make a modified work offer of less than eight (8) hours per day where such work is expected to accelerate the rehabilitative process and the attending physician recommends that the employee works back to regular status or up to eight (8) hours per day by progressively increasing daily hours. A copy of any release for modified work must be given to the employee before the modified work assignment begins.

It is understood and agreed that those employees who, consistent with professional medical evaluations and opinion, may not be expected to receive an unrestricted medical release, or whose injury has been medically determined to be permanent and stationary, shall not be eligible to participate in a modified work program.

In the event of a dispute related to conflicting medical opinion, such dispute shall be resolved pursuant to established worker’s compensation law and/or the method of resolving such matters as outlined in the applicable Supplemental Agreement. In the absence of a provision in the Supplemental Agreement, the following shall apply:

When there is a dispute between two (2) physicians concerning the release of an employee for modified work, such two (2) physicians shall immediately select a third (3rd) neutral physician within seven (7) days, who shall possess the same qualifications as the most qualified of the two selecting physicians, whose opinion shall be final and binding on the Employer, the Union and the employee. In the event the availability of a qualified physician is in question, the Local Union and the Company shall resolve such matter by selecting the third (3rd) physician whose opinion shall be final and binding. The expense of the third (3rd) physician shall be equally divided between the Employer and the Union. Disputes concerning the selection of the neutral physician or back wages shall be subject to the grievance procedure.

For locations where the Employer intends to implement a modified work program or has a modified work program in place, the Local Union shall be provided with a copy of the current form(s) being used for employee evaluation for release and general job descriptions. This information shall be general in nature, not employee specific.


26


When a modified work assignment is made, the employee shall be provided with the hours and days he/she is scheduled to work as well as the nature of the work to be performed in writing. A copy of this notice shall also be submitted to the Local Union.

An employee who is placed in a modified work position may be subject to medical evaluation(s) by a physician selected by the Employer to determine if the modified work being performed is accelerating the rehabilitative process as anticipated by Section 2 above. In the event such medical evaluation(s) determine that the rehabilitative process is not being accelerated, the employee shall have the right to seek a second opinion from a physician of his choosing. Any disputes regarding conflicting medical claims shall be resolved in accordance with the provisions outlined above. The employee may be removed from the modified work program based upon final medical findings under this procedure. Employees so removed shall not have their worker’s compensation benefits affected because of such removal. In the event the employee’s temporary disability worker’s compensation benefit is subject to reduction by virtue of an applicable Federal or State statute, the Employer shall pay the difference between the amount of the reduced temporary worker’s compensation benefit to which the employee would be entitled.

(d) Modified work shall be restricted to the type of work that is not expected to result in a re-injury and which can be performed within the medical limitations set forth by the attending physician. In the event the employee, in his/her judgment, is physically unable to perform the modified work assigned, he/she shall be either reassigned modified work within his/her physical capabilities or returned to full “temporary total” worker’s compensation benefits. In the event a third (3rd) party insurance carrier refuses to reinstate such employee to full temporary total disability benefits, the Employer shall be required to pay the difference between the amount of the benefit paid by such third (3rd) party insurer and full total temporary disability benefits. Determination of physical capabilities shall be based on the attending physician’s medical evaluation. Under no conditions will the injured employee be required to perform work at that location subject to the terms and conditions of the ABF National Master Freight Agreement or its Area Supplemental Agreements. Prior to acceptance of modified work, the affected employee shall be furnished a written job description of the type of work to be performed.

(e) The modified workday and workweek shall be established by the Employer within the limitations set forth by the attending physician. However, the workday shall not exceed eight (8) hours, inclusive of coffee breaks where applicable and exclusive of a one-half (1/2) hour meal period and the workweek shall not exceed forty (40) hours, Monday through Friday, or Tuesday through Saturday, unless the nature of the modified work assignment requires a scheduled workweek to include Sunday. Whenever possible, the Employer will schedule modified work during daylight hours, Monday through Friday, or during the same general working hours and on the same workweek that the employee enjoyed before he/she became injured. In the case of an employee whose workdays and/or hours routinely varied, the Employer will schedule the employee based on the availability of the modified assignment being offered. Any alleged abuse of the assignment of workdays and work hours shall be subject to the grievance procedure.

(f) Modified work time shall be considered as time worked when necessary to satisfy vacation and sick leave eligibility requirements as set forth in the ABF National Master Freight Agreement and/or its applicable Area Supplemental Agreements. In addition to earned vacation pay as set forth in the applicable Area Supplemental Agreements, employees accepting modified work shall receive prorated vacation pay for modified work performed based on the weekly average modified work pay. The only time modified work is used in prorating vacation is when the employee did not qualify under the applicable Supplemental Agreement.

Holiday pay shall first be paid in accordance with the provisions of the applicable Supplemental Agreement as it relates to on-the-job injuries. Once such contractual provisions have been satisfied, holidays will be

27


paid at the modified work rate which is the modified work wage plus the temporary partial disability benefit.

Sick leave and funeral leave taken while an employee is performing modified work will be paid at the modified work rate, which is the modified work wage plus the temporary partial disability benefit. Unused sick leave will be paid at the applicable contract rate where the employee performed modified work and qualified for the sick leave during the contract year.

(g) The Employer shall continue to remit contributions to the appropriate health & welfare and pension trusts during the entire time period employees are performing modified work. The payment of health & welfare and pension contributions while the employee is on modified work is not included in the health & welfare and pension contributions required by the Supplement when an employee is off work on worker’s compensation. Continuation of such contributions beyond the period of time specified in the Supplemental Agreement for on-the-job injury shall be required. Provisions of this Section shall not be utilized as a reason to disqualify or remove an employee from the modified work program.

(h) Employees accepting modified work shall receive temporary partial benefits as determined by each respective state worker’s compensation law, plus a modified work wage when added to such temporary partial benefit, shall equal not less than eighty-five percent (85%) of forty (40) hours’ pay he/she would otherwise be entitled to under the provisions of the applicable Area Supplemental Agreement for the first six (6) months from the date the modified work assignment commences. After this initial six (6) month period, the percentage shall increase to ninety percent (90%) for the duration of each individual modified work assignment. The Employer shall not refuse to assign modified work to employees based solely on such employees reaching the ninety percent (90%) wage level. Such refusal shall be considered an abuse of the program and shall be subject to the grievance procedure. Modified work assignments beginning or ending within a workweek shall be paid on a prorated basis; one (1) day equals one-fifth (1/5th).

(i) Employees accepting modified work shall not be subject to disciplinary action provisions of the Supplemental Agreements unless such violation involves an offense for which no prior warning notice is required under the applicable Supplemental Agreement (Cardinal Sins). Additionally, the provisions of Article 35, Section 3(a), shall apply.

(j) Alleged abuses of the modified work program by the Employer and any factual grievance or request for interpretation concerning this Article shall be submitted directly to the Regional Joint Area Committee. Proven abuses may result in a determination by the National Grievance Committee that would withdraw the benefits of this Article from that Employer, in whole or in part, in which case affected employees shall immediately revert to full worker’s compensation benefits.

Section 3. Workers Compensation Pay Dispute

NO CHANGE

Section 4. Americans with Disabilities Act

The Union and the Employer recognize their obligations under the Americans with Disabilities Act. It is agreed that the Employer shall determine whether an employee is a qualified individual with a disability under the ADA and, if so, what reasonable accommodations, if any, should be provided. In the event that the Employer determines that a reasonable accommodation is necessary, the Employer shall notify the Local Union before providing the reasonable accommodation to a qualified bargaining unit employee to ensure that the reasonable accommodation selected by the Employer does not impact another employee’s seniority or other contract rights.

28



Any dispute over whether the Employer complied with its duty to notify the Local Union before implementing a proposed reasonable accommodation or whether providing the reasonable accommodation violates any employee’s rights under any other provision of the ABF NMFA shall be subject to the grievance procedure. Disputes over whether the Employer has complied with its legal requirements under the ADA, including the ADA requirements to provide a reasonable accommodation, however, shall not be subject to the grievance procedure.

ARTICLE 15. MILITARY CLAUSE

NO CHANGE

ARTICLE 16. EQUIPMENT, SAFETY AND HEALTH

Preamble

It is agreed that all parties covered by this Agreement shall comply with all applicable federal, state and local regulations pertaining to worker safety and health and subjects covered by Article 16. Failure to do so shall be subject to the grievance procedure, in accordance with Articles 7 and 8 of the ABF -NMFA, and any other remedies prescribed by law after the procedures contained in this Agreement are exhausted. Class A casual mechanics will not be allowed to sign off safety related write ups.

Section 1. Safe Equipment

NO CHANGE

Section 2. Dangerous Conditions

NO CHANGE

Section 3. Accident Reports

NO CHANGE

Section 4. Equipment Reports

NO CHANGE

Section 5. Qualifications on Equipment

NO CHANGE

Section 6. Equipment Requirements

(a) All tractors must be equipped as necessary to allow the driver to safely enter and exit the cab, and hook and unhook the air hoses. All equipment used as city peddle trucks, and equipment regularly assigned to peddle runs, must have steps or other similar device to enable drivers to get in and out of the body. All twin trailers used in LTL pick-up and delivery operation with roll up doors purchased after April 1, 1985 shall be equipped with a hand hold and a DOT bumper which may serve as a step.


29


All equipment purchased, ordered, and/or introduced to the Pickup and Delivery operations after April 1, 2003 will be equipped with air-conditioning and will be maintained in proper operating condition during the period of May 31st through September 30th. The Company will not exceed two weeks in making necessary air conditioning repairs during this period. It shall not be a violation of this section to operate any unit while waiting for repairs.

(b) The Employer shall install heaters and defrosters on all trucks and tractors.

(c) There shall be first-line tires on the steering axle of all road and local pick-up and delivery power units.

(d) All road equipment regularly assigned to the fleet shall be equipped with an air-ride seat on the driver’s side. Such equipment shall be maintained in reasonable operating condition. All new air ride seats shall oscillate and have an adjustable lumbar support, height, backrest and seat tilt.

(e) Tractors added to the road fleet and assigned to road operations on a regular basis, whether newly manufactured or not newly manufactured, shall be air conditioned.

(f) When the Employer weighs a trailer, the over-the-road driver shall be furnished the resulting weight information along with his/her driver’s orders.

(g) All company trailers shall be marked for height.

(h) No driver shall be required to drive a tractor designed with the cab under the trailer.

(i) All road and city equipment shall have a speedometer operating with reasonable accuracy.

(j) The following minimum measurements for fuel tank placement shall apply to tractors added to the fleet after March 1, 1981, with the understanding that there shall be no retrofit of equipment currently in use: (1) front of fuel tank to rear of front tire-not less than 4 inches; (2) rear of fuel tank to front of duals-not less than 4 inches; (3) bottom of fuel tank to ground-provide clearance not less than 7.5 inches, measured on a flat surface; and (4) all fuel tank measurements as stated herein include brackets, return lines, etc. in determining clearance.

Any alleged violation of the above requirements shall not be cause for refusal of the equipment, but shall be subject to the grievance procedure as a safety and health issue.

(k) The following shall apply to shock absorbers on tractor front axles with the purchase of newly manufactured tractors which are placed in service after March 1, 1981, and with the understanding that there shall be no retrofit of equipment currently in use: Where the manufacturer recommends and provides shock absorbers as standard equipment with the tractor front suspension assembly, properly maintained shocks on such new equipment shall be considered as a necessary and integral part of that assembly.

Where the manufacturer does not recommend and provide shock absorbers as standard equipment with the tractor front suspension assembly, shocks shall not be considered as a necessary or integral part of that suspension system.

Any alleged violation of the above, including maintenance of existing equipment, shall not be cause for refusal of equipment but shall be subject to the grievance procedure as a safety and health issue.


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(l)(1) The following shall apply for the minimum interior dimensions of the sleeper berths on newly manufactured over-the-road tractors purchased and placed in service after January 1, 1987.

a. Length - 80 inches; b. Width - 34 inches; and, c. Height – 24 inches.

It is understood that a “manufacturing tolerance of error” of one inch (1”) is permissible, provided the original specifications were in conformity with the above recommended dimensions. It is understood that there shall be no retrofit of equipment currently in service.

(2) Interior cab dimensions. Effective January 1, 1988, the Employer, in placing orders for newly manufactured over-the-road tractors, shall request of the manufacturer in writing that there will be compliance with as many of the following October, 1985 SAE recommended practices as possible: J941-E, J1052, J1521, J1522, J1517, J1516, and J1100. The carrier, upon request, will furnish proof to the National Safety and Health Committee that a request was made to the manufacturer for compliance with the aforementioned SAE recommended practices.

(m) The Employer and the Union recognize the need for safe and efficient twin-trailer operations. Accordingly, the parties agree to the following:

(1) The Employer shall make available to all drivers involved in the twin-trailer operations training in the proper procedures for the safe hooking and unhooking of dollies and jiff-lox. Upon request, the Company will furnish to the Union a copy of their training program.

(2) Dollies and jiff-lox shall be counter-balanced or equipped with a crank-down wheel to support the weight of the dolly tongue or jiff-lox. A handle will also be provided on the tongue of the dolly or jiff-lox and shall be maintained.

(3) A tractor equipped with a pintle hook will be made available to drivers required to drop and hook twin trailers or triples at closed terminals.

The Employer shall make a bona fide attempt to make a telephone available for the driver at closed terminals during the trailer switch.

(4) Whenever possible, the Company will hook up the heaviest trailer in front in twin-trailer operations. In those instances where it is not possible because of an intermediate drop of less than one hundred and fifty (150) miles or scaling of the drive axle, the driver after driving the unit at any point on the trip, determines, at his/her sole discretion, the unit does not handle properly, may have the Company switch the unit or authorize the driver to switch the unit and be paid for such time.

(n)(1) There will be a moratorium on the purchase of diesel powered forklifts and sweepers.

(2) It shall be standard work practice that every diesel-powered sweeper shall be shut off whenever the operator leaves the seat. Under no circumstances shall diesel-powered sweepers be allowed to idle when not attended.

(3) Diesel-powered sweepers shall be tuned and maintained in accordance with schedules recommended by their manufacturers. The Employer shall provide copies of such recommendations to the Union upon request.


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(4) Improperly maintained diesel-powered sweepers may produce visible emissions after start-up. Therefore, any such diesel powered sweeper that is found to be smoking shall be taken out of service as soon as possible until repairs are made and that condition corrected.

(5) The Employer agrees to cooperate with those government and/or mutually agreed private agencies in such surveys or studies designed to analyze the use and operation of diesel-powered sweepers and diesel-powered sweeper emissions.

(o) As of July 1, 1988, as new equipment is ordered or existing equipment requires brake lining replacement, all brake linings shall be of non-asbestos material where available and certifiable.

(p) Slack adjuster equipment (snubbers) used in multiple trailer operations, whether on the trailers or on the converters, shall be maintained in proper working order. However, it shall not be a violation of this provision for the unit to be pulled to the next point of repair if the snubber is inoperative.

(q) Converter dollies may be pulled on public roads by bobtail tractors if all of the following conditions are met:

(1) Tractors used in this type of operation shall have a pintle hook installed which has the proper weight capacity and is designed for highway use;

(2) Neither supply nor control air lines are to be connected to the converter dolly when being pulled by a bobtail tractor, and the tractor protection valve shall be set in the normal bobtail position;

(3) After October 1, 1991, tractors used to pull converter dollies bobtail must be equipped with a type of bobtail proportioning valve (BPV) in the tractor braking system, unless equipped with ABS;

(4) It is further agreed such configuration must comply with state and federal law.

(r) All newly manufactured road tractors regularly assigned to the fleet after July 1, 1991, shall be equipped with heated mirrors. All road tractors ordered after April 1, 2003 shall be equipped with a power mirror on the curbside. However, it shall not be a violation of this provision for the tractor to be dispatched to the next Company point of repair if the heated and/or power mirror is inoperative.

(1) All new diesel tractors and new yard equipment shall be equipped with vertical exhaust stacks.

(2) All road and city tractors shall be equipped with large spot mirrors (6” minimum) on both sides of the tractor by January 1, 1995.

(3) All road tractors and switching equipment shall be equipped with an operable light of sufficient wattage on the back of the cab.

(4) All new road and city equipment shall have operable sun visors.

(5) Seats on forklifts and sweepers shall be maintained in good repair.

(6) On all road and city tractors, the cab door locks shall remain operable and be properly maintained. Both parties agree that the Employer will have reasonable time to repair the locks.


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(7) The Employer shall repair inoperable door locks on linehaul tractors that are reported on a driver vehicle inspection report. The Employer shall perform such repairs at the first Employer maintenance location.

(s) All newly manufactured city tractors regularly assigned to the city pickup and delivery operation after July 1, 1991, shall be equipped with power steering and an air-ride seat on the driver’s side.

(1) All new road and yard equipment shall have power steering.

(2) All new forklifts and sweepers shall be equipped with power steering.

(t) All hand trucks and pallet jacks shall be maintained in good repair.

(u) All portable and mechanical dock plates shall be maintained in good working condition.

(v) The parties will maintain a safe and healthy working environment in sleeper operations. The parties agree to establish a committee composed of four (4) members each to review the comfort and/or safety aspects of sleeper berths pertaining to ride. Such committee shall meet by mutual agreement of the Co-chairmen as to time and place. The committee shall confer with appropriate representatives of equipment manufacturers and/or other experts on this subject as may be available. The intent of the committee is to identify any problems with the comfort and/or safety aspects of sleeper berths pertaining to ride that may exist, and through its deliberations with the manufacturers and/or other experts, develop ways and means to correct such situations. The committee shall report its findings and make recommendations to the National Grievance Committee.

(1) All new sleeper tractors purchased or leased after February 8, 1998, shall, at a minimum, be equipped with the manufacturer’s original equipment standard dual heat/air conditioning systems. This is not intended to preclude the Company from purchasing newer technology on future purchases, should such become available prior to the expiration of this Agreement.

(2) Bunk restraint strap/net buckles on sleeper equipment shall be mounted on the entrance side of the sleeper berth by April 1, 1995.

(3) New sleeper equipment purchased on or after April 1, 1995, shall be equipped with a power window on the passenger’s side of the cab that is operable from the driver’s side of the cab.

(4) All sleeper cabs added to the Employer’s fleet after April 1, 200 3 8 will be walk-in sleeper berths with at least the following dimensions:

The measurement of 15-3/4 inches from the front of the mattress to the closed sleeper curtain, at any point across the cab, shall apply for the minimum interior walk-in dimension on newly manufactured over-the-road sleeper tractors ordered after April 1, 2008. It is understood that the contractual width of a sleeper mattress is 34 inches when determining the 15-3/4 inches from the front of the mattress to the sleeper curtain.

All walk-in sleeper units introduced into operation after April 1, 2008 will have a minimum
sleeper berth height of 65 inches from the floor to interior ceiling of the sleeper berth. It is also


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understood that the entrance opening into the sleeper berth area will be a minimum of 64 inches.

This will not apply to triple runs as the length now prohibits. However, if and when it becomes legal to run walk-in sleepers on triple lanes, all new equipment ordered after that effective date will be equipped with walk-in sleeper berths.

(5) All sleeper tractors introduced into Employer linehaul operations after April 1, 2008 will be equipped with an engine and/or exhaust brake. The parties understand that a unit with an inoperable engine brake system will not be considered out of service. Repairs will be performed at the team’s home terminal at the end of that team’s tour.

(6) All sleeper tractors will be set so that the unit will continue to idle, except if (a) federal, state, or local laws or regulations require the Employer to limit or eliminate tractor idle time or (b) the unit is equipped with an auxiliary power pack that provides heat and air conditioning to the sleeper berth area.

(w) Employee will not be required to climb on unguarded trailer roofs for snow removal.

(x) At least one vent on the sleeper to open front or back.

(y) The Employer shall repair inoperable air conditioning systems on Employer city tractors between the dates of March 15 and November 15. The Employer shall perform such repairs within fourteen (14) days of written notification from an employee or the Local Union that the air conditioning system on a particular city tractor is inoperable.

(z) All linehaul tractors introduced into Employer linehaul operations after April 1, 2008 will be equipped with a cab filter system that is designed and available from the tractor’s manufacturer.

(aa) The Employer understands tractor interiors should be maintained in a clean condition so units are safe to operate. Concerns about the cleanliness of tractor interiors must first be raised and reviewed at the local level. In the event the parties are unable to resolve the issue locally, the parties shall refer the issue to the Employer’s V.P. or Equipment Services for resolution.

(bb) New trailer jockeys or hostling tractors put into service after the effective date of this agreement will be equipped with power mirrors on the right hand side.

(cc) New forklifts for use in the U-Pack operations purchased after the effective date of this agreement will be all-terrain forklifts.

Section 7. National Safety, Health & Equipment Committee

NO CHANGE

Section 8. Hazardous Materials Program

NO CHANGE

Section 9. Union Liability

NO CHANGE



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Section 10. Government Required Safety & Health Reports

NO CHANGE

Section 11. Facilities

Dock floors shall be maintained in good repair and reasonably free from potholes.

Yards shall be maintained reasonably free from potholes and reasonably effective dust control measures shall be implemented as necessary.

Breakrooms and storage areas for linens, mattresses and individual towels shall be maintained in a sanitary condition.

Restrooms and showers shall be maintained in a sanitary condition. Showers, where provided, shall have body soap or other appropriate cleansing agents and clean individual towels. The requirement to provide a shower which is maintained in a sanitary condition is not satisfied by the availability of a Hazmat shower.

The Employer agrees to maintain clean restrooms and break rooms on a regular basis throughout the day. All restrooms and break rooms facilities shall be maintained and kept in proper working order.

Suitable windshield/window cleaning materials shall be available to include including a long handled b rush/squeegee.

ARTICLE 17. PAY PERIOD

The Joint Area Committee or the National Grievance Committee and the Employer may, by mutual agreement, waive the provisions of Local Supplements dealing with pay periods upon a satisfactory showing of necessity by the Employer, provided such waiver is not a violation of a state or federal law or regulation.

Timely Pay For Drivers

The Employer will make every effort to accommodate drivers, who are away from their home terminal at the conclusion of a pay period, to ensure that those drivers are paid on a timely basis.

Pay Period
Employees shall be paid weekly or bi-weekly in accordance with past practice. The pay day for all employees shall be Friday. Pay stubs or paper checks will be available on payday at the end of the employee’s work shift.

If for reasons beyond the Employer’s control, such as weather delays, express mail failure, etc., an employee’s paycheck does not arrive at the employee’s facility by payday, the employee will be paid on that day by station draft.

ARTICLE 18. OTHER SERVICES

In the event an the Employer, party to this Agreement, may require the services of employees coming under the jurisdiction of this Agreement in a manner and under conditions not provided for in this Agreement, then and in such instances the Local Union and the Employer concerned may negotiate such

35


matters for such specific purposes, subject to the approval of the Multi-Region Change of Operations Committee.

ARTICLE 19. POSTING

NO CHANGE

ARTICLE 20. UNION AND EMPLOYER COOPERATION

Section 1. Fair Day’s Work for Fair Day’s Pay

The parties agree at all times as fully as it may be within their power to cooperate so as to protect the long-range interests of the employees, the Employer s signatory to this Agreement , the Union and the general public served by the members of the trucking industry party to this Agreement..

The Union and the Employer recognize the principle of a fair days work for a fair day’s pay; that jobs and job security of employees working under this Agreement are best protected through efficient and productive operations of the Employer and the trucking industry; and that this principle shall be recognized in the administration of this Agreement and its Supplements and the resolution of all grievances thereunder.

Section 2. Joint Industry Development Committee

The parties recognize that the unionized LTL industry is losing market share and jobs to competitors. The parties recognize that it is in the interest of the Union and the Employer s to return the LTL industry to health and to foster its growth. Only if the industry prospers and grows will the industry’s employees, whom the Union represents, achieve true job and economic security. Only if the industry prospers and grows will the industry have access to the resources it needs to capitalize and be competitive.

Recognizing that returning the industry to health should be a cooperative, long-term effort, the Teamsters National Freight Industry Negotiating Committee (“TNFINC”) and the Employer Association agree to establish a Joint Industry Development Committee to serve as a vehicle for this effort. The purpose of the Committee will be to perform the following tasks: address the principles of an intermodal truckload agreement as a means of capturing new market and creating additional city/P&D jobs; develop data to evaluate and monitor industry and competitor productivity, costs and operations; catalogue, compare and evaluate work rules, practices and procedures among the various ABF NMFA supplements and the Employer Association’s companies ; make joint recommendations to the parties about any changes in the ABF NMFA and its supplements that the Committee believes should be considered in the next round of negotiations for the new ABF NMFA; solicit grants for joint activities that benefit the industry and its bargaining unit employees, such as driver training schools; and monitor pending legislation and executive action on the national, state and local level that may affect the welfare of the industry and, where appropriate, jointly recommend actions that further the interests of the industry and its bargaining unit employees and jointly present the views of the Joint Committee to legislative and executive bodies.

The Committee shall operate as a labor-management committee within the meaning of Section 302(c)(9) of the LMRA, as amended, established and functioning so as to fulfill one or more of the purposes set forth in Section 6(c)(2) of the Labor Management Cooperation Act of 1978. The Committee shall have the full support of both the International Brotherhood of Teamsters and the Employer Association in the Committee’s efforts to identify problems, formulate plans to solve those problems and, where appropriate, conduct joint activities designed to implement the plans.


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The Chairman of TNFINC will appoint five (5) Union representatives to the Joint Committee. The Employer Association will appoint five (5) Employer representatives to the Joint Committee. Appointments to the Joint Committee will be made in a manner to assure that there are persons serving who are familiar with the full range of operations undertaken by the Employer Association’s carriers under all supplemental agreements. The Joint Committee shall meet at least quarterly and may appoint continuing subcommittees to carry out specific tasks. The Union and Employer representatives to the Joint Committee will establish procedures for the operation of this Committee.

Section 3. Benefits Joint Committee

The Union and the Employers will establish a Benefits Joint Committee to review the provision of health & welfare and pension benefits to employees covered by this Agreement. This Committee is charged with the critical responsibility of ensuring that employee health & welfare and pension benefits are made available to employees covered by the terms of the ABF NMFA in a secure and cost efficient manner. It is anticipated that this Committee shall serve as a source of continuing study regarding the most efficient manner of providing benefits to covered employees. The Union and the Employers will establish procedures for the operation of this Committee. The Committee will make periodic reports and recommendations to TNFINC and TMI the Employer .

Section 4. New Business/Job Creation Opportunities

NO CHANGE

ARTICLE 21. UNION ACTIVITIES

NO CHANGE

ARTICLE 22. OWNER-OPERATORS

NO CHANGE

ARTICLE 23. SEPARATION OF EMPLOYMENT

The Employer must mail earnings to discharged employees by certified mail the next business day, unless the employee is paid by direct deposit. The foregoing shall not apply to unused vacation, unless required otherwise by law. Vacation pay for which the discharged employee is qualified shall be paid no later than the first (1st) day following final determination of the discharge.

Upon a permanent terminal closing and/or cessation of operations, the Employer shall pay all money due to the employee during the first (1st) payroll department working day following the date of the terminal closing and/or cessation of operations.

Failure to comply shall subject the Employer to pay liquidated damages in the amount of eight (8) hour’s hours’ pay for each day of delay. Upon quitting, the Employer shall pay all money due to the employee on the next regular payday for the week in which the resignation occurs.


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ARTICLE 24. INSPECTION PRIVILEGES AND EMPLOYER AND EMPLOYEE IDENTIFICATION

No employee will be required to have their driver’s license reproduced in any manner except by their employer, law enforcement agencies, government facilities and facilities operating under government contracts that require such identification to enter the facility.

Authorized agents of the Union shall have access to the Employer’s establishment during working hours for the purpose of adjusting disputes, investigating working conditions, collection of dues, and ascertaining that the Agreement is being adhered to; provided, however, there is no interruption of the firm’s working schedule.

Company representatives, if not known to the employee, shall identify themselves to employees prior to taking disciplinary action.

Safety or other company vehicles shall be identified when stopping company equipment.

The Employer agrees to supply company identification to minimize the problem of having to use their personal identification. It is agreed that new ID’s will be made within a twelve (12) month period of the new contract.

Employees may be required to show their driver’s license and Company identification to customers, and allow the customer to copy or otherwise reproduce their Company identification only and not the driver’s license. The Company identification will not have personal information on it such as home address or social security number.

ARTICLE 25. SEPARABILITY AND SAVINGS CLAUSE

NO CHANGE

ARTICLE 26. TIME SHEETS, TIME CLOCKS, VIDEO CAMERAS, AND
COMPUTER TRACKING DEVICES

Section 1. Time Sheets and Time Clocks

In over-the-road or line operations, the Employer shall provide and require the employee to keep a time sheet or trip card showing the arrival and departure at terminal and intermediate stops and cause and duration of all delays, time spent loading and unloading, and same shall be turned in at the end of each trip. In local cartage operations, a daily time record shall be maintained by the Employer at its place of business. All terminals with Employers who employ five (5) or more people employees at any terminal shall have time clocks at such terminal s .

Employees shall punch their own time cards.

The Employer shall maintain sign-in and sign-out records at terminals. All road drivers must record their name, home domicile, origin, destination and arrival and/or departure times. The Employer shall make available upon the written request of a Local Union information regarding the destination of loads and/or where loads were loaded within the time limits set forth in the grievance procedure.

The Employer may substitute updated time recording equipment for time cards and time sheets. However, a paper trail shall be maintained.

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The Employer may computerize the sign-in and sign-out records. However, at all times, the Union shall have reasonable access to a paper record of the sign-in and sign-out records.

Section 2. Use of Video Cameras for Discipline and Discharge

The Employer may not use video cameras to discipline or discharge an employee for reasons
other than theft of property or dishonesty. If the information on the video tape is to be used to
discipline or discharge an employee, the Employer must provide the Local Union, prior to the hearing, an opportunity to review the video tape used by the Employer to support the discipline or discharge. Where a Supplement imposes more restrictive conditions upon use of video cameras for discipline or discharge, such restrictions shall prevail.

The Employer shall not install or use video cameras in areas of the Employer’s premises that violate the employee’s right to privacy such as in bathrooms or places where employees change clothing or provide drug or alcohol testing specimens.

Section 3. Computer Tracking Devices

Computer tracking devices, commonly known as “Black Boxes”, mandated by regulations shall not be used for disciplinary purposes, except in those incidents of violations of Federal Mandated Regulations or when an employee has intentionally committed malicious damage to the Employer’s equipment or when an employee has unsafely operated the Employer’s commercial motor vehicles

Section 3. Audio, Video and Computer Tracking Devices

The Employer may use video, still photos derived from video, electronic tracking devices and/or audio evidence to discipline an employee without corroboration by observers if the employee engages in conduct such as dishonesty, theft of time or property, vandalism, or physical violence for which an employee could be discharged without a warning letter. If the information on the video, still photos, electronic tracking devices and/or audio recording is to be utilized for any purpose in support of a disciplinary or discharge action, the Employer must provide the Local Union, prior to the hearing, an opportunity to review the evidence used by the Employer.

ARTICLE 27. EMERGENCY REOPENING

NO CHANGE

ARTICLE 28. SYMPATHETIC ACTION

In the event of a labor dispute between the any Employer, party to this Agreement, and any International Brotherhood of Teamsters Union, parties to this or any other International Brotherhood of Teamsters’ Agreement, during the course of which dispute such Union engages in lawful economic activities which are not in violation of this or such other Agreement, then any other affiliate of the International Brotherhood of Teamsters, having an agreement with such Employer shall have the right to engage in lawful economic activity against such Employer in support of the above first-mentioned Union notwithstanding anything to the contrary in this Agreement or the International Brotherhood of Teamsters’ Agreement between such Employer and such other affiliate, with all of the protection provided in Article 9.




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ARTICLE 29. SUBSTITUTE SERVICE

Section 1. Piggyback Operations

(a) An The E mployer shall not use piggyback over the same route where the Employer has established relay runs or through runs except to move overflow freight or as otherwise provided in Section 3 herein.

(b) It is recognized and agreed that there were two distinct and separate types of rail operations in effect on April 1, 1994: (1) the use of rail to move overflow freight; and (2) approved and/or agreed to rail operations. Accordingly, the provisions of this Section 1 shall apply in its entirety to the overflow rail operations. This Section 1 shall only apply to the approved and/or agreed to rail operations to the extent it has been historically applied prior to April 1, 1994.

If a driver is available (which includes the two (2)-hour period of time prior to end of his/her rest period) at point of origin when a trailer leaves the yard for the piggyback ramp, such driver’s runaround compensation shall start from the time the trailer leaves the yard. Available regular drivers at relay points shall be protected against runarounds if a violation occurred at the point of origin.

If the Employer does not have an over-the-road domicile at the point of origin, the Employer shall protect against runaround the available drivers at the first relay point over which the freight would normally move had it not been placed on the rail. Available regular drivers at relay points shall be protected against runaround if a violation occurred at the first relay point.

The Employer shall not reduce or fail to increase the road driver complement, including the addition of equipment, at the point of origin for the purpose of creating an overflow of freight to avoid the application of this Section.

(c) When an the Employer utilizes Piggyback operations as a substitute service to deliver overflow loads and such substitute service is matched in both directions (East to West and West to East or North to South and South to North), it is understood and agreed by the parties that the Employer will be required to add a sufficient number of employees and the necessary amount of equipment to move trailers over the road when the volume of matched loads reaches a level to insure efficient utilization of equipment and regular work opportunity for the added employees.

It is the intent of the parties in this Section 1 to maximize the movement of freight over the Employer’s established relay runs, thereby minimizing the use of substitute service.

The record keeping requirement set out in Section 2 below will provide the Union with the basis of monitoring the use of such piggyback operation.

(d) The Employer agrees the non-employee owner-operators, birdy-back, fishy-back and barge operations will not be used over the same routes where the Employer has established relay runs during the term of this Agreement.

Section 2. Maintenance of Records

NO CHANGE


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Section 3. Intermodal Service

(a) The parties recognize that in 1991, Congress passed the Intermodal Surface Transportation Efficiency Act of 1991 and declared the policy of the United States to be one of promoting the development of a national intermodal transportation system consisting of all forms of transportation in a unified, interconnected manner. The parties have, therefore, entered into this Agreement to enhance the Employer’s opportunities to secure the benefits which flow from this national policy of encouraging intermodal transportation, including long-term stable and secure employment. At the same time, the parties recognize the need to minimize and provide for the impact which intermodal operations may have on certain employees covered by this Agreement.

(b) Use of Intermodal Service

1. Subject to the conditions set forth hereinafter, an the Employer may establish a new intermodal service over the same route where the Employer has established relay runs or through runs.

Present relay or through operations may not be reduced, modified or changed in any other manner as the result of the implementation of a new intermodal service until such time as the proposed intermodal operation has been approved by the National Intermodal Committee. The Employer shall submit to the National Intermodal Committee an application for approval which shall identify the road operation(s) the intended intermodal service will reduce and/or eliminate; a list identifying the name and seniority date of each driver affected by the intended intermodal service(s); and a list by domicile of each of the road drivers openings available.

In the event the National Intermodal Committee is unable to agree on whether or not the Employer’s proposed intermodal operations meet the criteria set forth below, the proposed operation shall not be approved until such time as those issues are resolved. This provision shall not be utilized as a method to delay and/or deny a proposed intermodal operation when the criteria set forth below have been clearly satisfied.

(a) There shall be no more than two (2) intermodal changes approved during the term of this Agreement; and

(b) No more than ten (10) percent of the Employer’s total active road driver seniority list as of April 1, 1998 shall be affected by the intermodal changes approved during the term of this Agreement.

In the event a proposed intermodal operation also includes the transfer of work that is subject to the provisions of Article 8, Section 6, the proposed intermodal operations and the transfer of work subject to Article 8, Section 6, may be heard by a combined National Intermodal/Change of Operations Committee on a joint record, and the seniority rights of all affected employees shall be determined by Article 29, Section 3 95 such Committee, which shall have the authority granted in Article 8, Section 6(g).

2. An approved intermodal operation that provides service over established relay and/or through operations shall include protection for all bid drivers during each dispatch day and all extra board drivers during each dispatch week at each of the affected domiciles.

For purposes of determining the weekly protection for extra board drivers, the affected driver’s average weekly earnings during the previous four (4) week period in which the driver had normal earnings shall be considered the weekly protection when violations occur.


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3. When transporting any shipment by intermodal service within the Employer’s terminal network, the Employer shall utilize its drivers subject to the applicable respective area supplemental agreements to pickup such shipments from the shipper at point of origin and/or the Employer’s terminal and deliver them to the applicable intermodal exchange point. The Employer also shall use its drivers to deliver intermodal shipments to the consignee or the Employer’s terminal. A driver may be required to drive through other terminal service areas to the intermodal exchange point to pickup and deliver intermodal shipments without penalty.

4. Total intermodal rail miles included on line 303 of Schedule 300 of the BTS Annual Report shall not exceed 28 percent of the Employer’s total miles as reported on line 301 of Schedule 300 of the BTS Annual Report during any calendar year. In the event intermodal rail miles exceed this 28 percent maximum, the Employer shall be required to remove an appropriate amount of freight from the rail and add a corresponding number of drivers at each affected domicile. Effective for Calendar Year 2005 and thereafter, the maximum amount of rail miles as a percent of total miles as calculated above will be reduced from 28% to 26%. Subject to the provisions of Section 6 of the Article, total intermodal rail miles included on line 303 of Schedule 300 of the BTS Annual Report shall not exceed 24 percent of the Employer’s total miles as reported on line 301 of Schedule 300 of the BTS Annual Report during any calendar year. In the event intermodal rail miles exceed this 24% maximum, the Employer shall be required to remove an appropriate amount of freight from the rail and add a corresponding number of drivers at each affected domicile.

The parties recognize that the current shipping markets demand expedited delivery of freight in a manner that may not be accomplished by hauling certain freight by rail. These market demands create a need to reduce the amount of freight hauled by rail and to use alternative methods of substitute service. As contemplated by Article 20, Section 4, new business opportunities may be pursued that promote new Teamster job opportunities while protecting existing Teamster jobs, benefits, and working conditions. With these facts in mind, the rail miles as a percentage of total miles will be reduced as follows: effective Calendar Year 2010, the maximum amount of rail miles as a percentage of total miles as calculated above will be reduced from 24% to 21.5%. Effective Calendar Year 2011, the maximum amount of rail miles as a percentage of total miles as calculated above will be reduced from 21.5% to 21%. Effective Calendar Year 2012, the maximum amount of rail miles as a percentage of total miles as calculated above will be reduced from 21% to 19%. The reduction in rail miles during the term of this Agreement is subject to the provisions of Article 29, Section 6.

The National Intermodal Committee shall establish rules and guidelines that will allow the Union the opportunity to verify and audit the Employer’s BTS rail reports. In the event the Union establishes through the grievance procedure that an the Employer has falsified the BTS reports in order to increase the maximum amount of intermodal rail miles permitted under this Article, the remedy for such a violation shall include a cessation of the Employer’s affected intermodal service until such time as the issue has been resolved to the satisfaction of the Union.

In the event the BTS rail and/or line haul miles reporting requirements are modified and/or eliminated, the parties will meet to develop a substitute reporting procedure consistent with those of the BTS.

(c) Job Protection for Current Road Drivers

1. Rail operations that are subject to the provisions of Section 1(b) above shall not result in the layoff or involuntary transfer of any driver at any affected road driver domicile.

2. During the term of this Agreement, an the Employer shall be permitted no more than two (2) Intermodal Changes whereby the Employer may reduce and/or eliminate existing road operation(s) through the use

42


of intermodal service. It is specifically agreed that a total of no more than ten (10) percent of the Employer’s total active road driver seniority list as of April 1, 2003, shall be affected by the Intermodal Changes during the term of this Agreement.

Any road driver who is adversely affected by an approved Intermodal Operation and would thereby be subject to layoff, or who is on layoff at an affected domicile at the time an Intermodal Operation is approved, shall be offered work opportunity at other road driver domiciles within the Employer’s system. The Employer shall include in its proposed Intermodal Operations specific facts that adequately support the Employer’s claims that there will be sufficient freight to support the work opportunities the Employer proposes at each gaining domicile. In the event there is more than one (1) domicile involved, the drivers adversely affected shall be dovetailed on a master seniority list and an opportunity to relocate shall be offered on a seniority basis, subject to the provisions of Article 8, Section 6. The “hold” procedures set forth in Article 8, Section 6 of the ABF NMFA shall be applicable. Where the source of the proposed work opportunity is presently being performed by bargaining unit employees over the road, the Employer shall be required to make reasonable efforts to fill the offered positions as set forth in Article 8, Section 6(d)(6).

Drivers who relocate under this provision shall be dovetailed on the applicable seniority list at the domicile they bid into. Health & welfare and pension contributions shall be remitted in accordance with the provisions of Article 8, Section 6(a) and moving and lodging shall be paid in accordance with Article 8, Section 6(c) of the ABF NMFA.

It is understood and agreed that the intent of this provision is to provide the maximum job security possible to those drivers affected by the use of intermodal service. Therefore, the number of drivers on the affected seniority lists at rail origin points at the time an intermodal change becomes effective shall not be reduced during the term of this Agreement other than as may be provided in subsequent changes of operations. Drivers on the affected seniority lists at gaining domiciles at the time an intermodal change becomes effective, shall not be permanently laid off during the term of this Agreement.

The senior driver voluntarily laid off at an intermodal losing domicile will be restored to the active board each time foreign drivers or casuals (where applicable) make ten (10) trips (tours of duty) within any thirty (30) calendar day period on a primary run of such domicile, not affected by a Change of Operations.

For the purposes of this Section, short-term layoffs (1) that coincide with normal seasonal freight flow reductions that are experienced on a regional basis and that include a reduction in rail freight that corresponds to the reduction in truck traffic, or (2) that are incidental day-to-day layoffs due to reasons such as adverse weather conditions and holiday scheduling, shall not be considered as a permanent layoff. Layoffs created by a documented loss of a customer shall not exceed thirty (30) days. Any layoff for reasons other than as described above shall be considered as a permanent layoff. The Employer shall have the burden of proving that a layoff is not permanent.

In order to ensure that the work opportunities of the drivers at the gaining domiciles are not adversely affected by the redomiciling of drivers, the bottom twenty-five percent (25%) of the drivers at a gaining domicile shall not have their earnings reduced below an average weekly earnings of seven hundred dollars ($700). This seven hundred dollar ($700) average wage guarantee shall not start until the fourth (4th) week following the implementation of the approved Intermodal Change of Operation.

It is not the intent of this provision to establish a seven hundred dollar ($700) per week as an artificial base wage but rather a minimum guarantee. This provision shall not preclude the short-term layoffs as defined above. The Employer shall have the burden of proving that drivers at the gaining domiciles have not had their work opportunities adversely affected by the redomiciling of drivers.

43



The seven hundred dollar ($700) average wage guarantee shall be determined based on the average four (4) weeks earnings of each active protected driver on the bottom twenty-five percent (25%) of the seniority roster. When the earnings of any active protected driver in the bottom twenty-five percent (25%) of the seniority roster totals less than two thousand, eight hundred dollars ($2,800) during each four (4) week period, the driver shall be compensated for the difference between actual earnings and two thousand, eight hundred dollars ($2,800).

The four (4) week average shall be calculated each week on a “rolling” basis. A “rolling” four (4) week period is defined as a base week and the previous three consecutive weeks. Where an the Employer makes a payment to an employee to fulfill the guarantee, the amount paid shall be added to the employee’s earnings for the base week of the applicable four (4) week period and shall be included in the calculations for subsequent four (4) week “rolling” periods to determine whether any further guarantee payments to the employee are due.

Time not worked shall be credited to drivers for purposes of computing earnings in the following instances:

a. Where a driver is offered a work opportunity that the driver has a contractual obligation to accept, and the driver elects not to accept such work, the driver shall have an amount equal to the amount of the wages such work would have generated credited to such driver for purposes of determining the seven hundred dollar ($700) average wage guarantee.

No driver shall be penalized by having contractual earned time off credited for purposes of determining the seven hundred dollar ($700) average wage guarantee. However, where a driver takes earned time off in excess of forty-eight (48) hours during any work week, that work week shall be excluded from the rolling four (4) week period used to determined the seven hundred dollar ($700) average wage guarantee.

b. Where a driver uses a contractual provision to refuse or defer work so as to knowingly avoid legitimate work opportunity and therefore abuse the seven hundred dollar ($700) average wage guarantee, the driver shall have an amount equal to the amount of the wages such work would have generated credited to such driver for purposes of determining the seven hundred dollar ($700) average wage guarantee.

Nothing in this subsection applies to or shall be construed to limit claims by any driver on the seniority roster at a gaining domicile alleging that the driver’s work opportunity was adversely affected following the implementation of the Intermodal Change of Operations because of the Employer’s failure to provide adequate work opportunities for existing and redomiciled drivers. However, after the point that the Employer has provided adequate work opportunities for protected drivers (existing and redomiciled), the wage protection for active drivers in the bottom twenty-five percent (25%) of the seniority roster shall be limited to the seven hundred dollar ($700) guarantee.

As soon as a factual determination has been made that a driver in the bottom twenty-five percent (25%) of the seniority roster is entitled to the seven hundred dollar ($700) average wage guarantee, the driver’s claim shall be paid. All other types of claims that the driver’s work opportunities have been adversely affected shall be held in abeyance until determined through the intermodal grievance procedure.

Section 4. National Intermodal Committee

NO CHANGE




44


Section 5.

NO CHANGE

Section 6.

NO CHANGE

45


MEMORANDUM OF UNDERSTANDING

PURCHASED TRANSPORTATION

The undersigned parties have reached agreement regarding Purchased Transportation Service (PTS) and outline the following understandings with reference to the operation/employee protection of this MOU. This MOU is intended to permit a limited use of PTS for over-the-road transportation only. Nothing in this MOU is intended to permit the use of PTS for any other operation (i.e. P & D, Local Cartage, current intermodal, drayage, or shuttle operations etc.). Article 29 of the ABF NMFA remains in effect except as specifically provided for in this Memorandum of Understanding.

Any disputes regarding PTS will be referred to the National PTS Committee consisting of an equal number of representatives from the Union and the Company for resolution. Any failures to resolve the dispute will be referred to the National Grievance Committee.

1)
All active road drivers as of the date of ratification of the ABF NMFA commencing in 2013 will be protected by red circle name from layoff directly caused by the use of purchased transportation per the attached seniority lists as of the date of ratification. This protection does not apply to a road driver who has been offered but declined a transfer pursuant to any Change of Operations.

2)
Notwithstanding anything in the ABF NMFA to the contrary, the Employer shall be permitted to utilize companies for over-the-road purchased transportation substitute service. The maximum amount of over-the-road purchased transportation shall be limited to 4% in Calendar Year 2013 (increased to 6% starting with Calendar Year 2014), of the Employer’s total miles as reported on line 301 of Schedule 300 of the DOT/FMCSA Annual Report during any calendar year. In conjunction with using over-the-road purchase transportation providers, the Company’s total combined intermodal rail miles and purchased transportation miles shall not exceed 24% of the Company’s total miles during any calendar year.

3)
It is agreed that any purchased transportation provider utilized under this MOU shall be permitted to only make pick-ups at an ABF customer, and drop and pickup trailers at the Employer’s terminal locations, but shall be required to do so in areas of the terminal specifically designated for such exchange. Freight picked up at a customer location by purchased transportation shall be delivered to the nearest ABF facility(s) that can effectuate the efficient integration of the product into the ABF system.

4)
If a red-circled driver is available (which includes the two (2)-hour period of time prior to end of his/her rest period) at point of origin when the trailer leaves the terminal or customer yard via purchased transportation, such driver’s runaround compensation shall start from the time the trailer leaves the yard. Available red-circled drivers at relay points shall be protected against runarounds if a violation occurred at the point of origin. If the Employer does not have an over-the-road domicile at the point of origin, the Employer shall protect the red-circled employees against runaround of the available drivers at the first relay point over which the freight would normally move had it not been placed on purchased transportation. Available red-circled drivers at relay points shall be protected against runaround if a violation occurred at the first relay point. Runaround protection will be equal to the number of PTS drivers used; i.e. for each PTS used one aggrieved driver will be protected regardless of the dispatch system used at the affected terminal.


46


5)
In the event a Union carrier becomes available to the Company and said carrier is cost competitive and equally qualified, the Company will give such carrier first and preferred opportunity to bid on purchased transportation business. The Employer shall provide to TNFINC an up-to-date list of purchased transportation providers utilized within thirty (30) days of the end of each calendar quarter. In the event a PTS provider repeatedly violates the conditions established under this MOU, the Union shall have the ability to remove the carrier from future PTS utilization.

6)
The Employer shall report in writing on a monthly basis to each Local Union affected, the number of trailers tendered to any purchased transportation provider. The Employer also shall report the carrier’s name (including DOT number), origin, destination, trailer/load number, trailer weight and the time the trailer/load leaves the Employer’s yard. In addition, the Employer shall, on a quarterly basis, unless otherwise required, send to the office of the National Freight Director a report containing all of the above indicated information in addition to the total number of miles the Employer utilized with purchased transportation, inclusive of the type of PTS utilized, including whether the purpose was for avoiding empty miles, overflow or one-time business opportunities such as product launches.

7)
All new business opportunities (such as product launches) and purchased transportation to avoid empties shall count toward the maximum amount of purchased transportation. In the event of product launches, the Company will notify TNFINC within twenty-four (24) hours of being awarded the business and will provide an overview of the PTS service being utilized in the business opportunity. In the event it is necessary to temporarily exceed the limits outlined in this agreement to further accommodate a business opportunity, such request shall be made directly to TNFINC.

8)
To preserve and/or grow existing road boards, each time the Company uses purchased transportation providers to run over the top of linehaul domicile terminal locations and/or relay domiciles, said dispatches shall be counted as supplemental or replacement runs, as applicable, for purposes of calculating the requirement to add new employees to the road board. The formula for recalling or adding employees to the affected road board shall be thirty (30) supplemental runs in a sixty (60) day period. The only two exceptions to this condition are (a) one-time business opportunities (such as product launches), and (b) runs to avoid empties.

9)
On a monthly basis and until as otherwise agreed to, the Company will identify by name and number all dispatch and/or manifest lanes that have been identified as and designated as “empty lanes” eligible for PTS to include the number and percentage of empty miles currently on the two-way traffic lane. Such business and operational information as required by this MOU shall be provided to the National Freight Division on a confidential basis and will only be reviewed by TNFINC to ensure compliance with the provisions of this MOU.


Agreed:                 Agreed:

ABF Freight Systems Inc.         TNFINC






47


ARTICLE 30. JURISDICTIONAL DISPUTES

NO CHANGE


ARTICLE 31. SINGLE MULTI- EMPLOYER, MULTI-UNION UNIT

The parties agree to become a part of the multi single -employer, multi-union bargaining unit established by this ABF National Master Freight Agreement, and to be bound by the interpretations and enforcement of this ABF National Master Freight Agreement and Supplements thereto.


ARTICLE 32. SUBCONTRACTING


Section 1. Work Preservation

NO CHANGE

Section 2. Diversion of Work - Parent or Subsidiary Companies

NO CHANGE

Section 3. Subcontracting

The Employer may subcontract local cartage work , including pick-ups and deliveries , when all of his/her regular employees at a particular location are either working, have been offered work or are scheduled to work , except that in no event shall road work presently performed or runs established during the life of this Agreement be farmed out. No dock work shall be farmed out except for existing situations established by agreed-to past practices. Overflow loads may be delivered pursuant to the provisions of Article 29. Loads may also be delivered by other agreed-to methods or as presently agreed to. Other persons performing subcontracted work which is permitted herein shall receive no less than the equivalent of the economic terms and conditions of this Agreement and the applicable Supplement.

The signatory Employer shall maintain records identifying persons performing subcontracted work permitted by this Agreement. Said records shall be made available for inspection by the Local Union(s) in the locality affected by such subcontract work.

The normal, orderly interlining of freight for peddle on occasional basis, where there are parallel rights, and when not for the purpose of evading this Agreement, may be continued as has been permitted by past practice provided it is not being done to defeat the provisions of this Agreement.

Section 4. Expansion of Operations

(a) Adjoining Over-The-Road and Local Cartage

It is understood and agreed that the provisions of the ABF National Master Freight Agreement shall be applied, without evidence of union representation of the employees involved, to all subsequent additions to, and extensions of, current over-the-road or local cartage operations which adjoin and are controlled and utilized as part of such current operations of the signatory Employer, or any other entity, not operated wholly independently of the signatory Employer within the meaning of Article 3, Section 1 (a). In this

48


regard, the parties agree that newly-established terminals and consolidations of terminals which are controlled and utilized as part of a current operation will be covered by the ABF National Master Freight Agreement and applicable Over-the-Road and Local Cartage Supplemental Agreements.

(b) New Pick-Up and Delivery Adjoining Current Operations

It shall not, however, be a violation of this Article if, during the term of this Agreement, an the Employer commences pick-up and delivery operations which adjoin and are controlled and utilized as part of such current operations with other than its own employees when there is insufficient business to economically justify the establishment of its own employer-operated pick-up and delivery service. However, the above exception shall thereafter terminate when sufficient economic justification develops so as to warrant the establishment and maintenance of the terminal operation by such the Employer, in which event, the Employer shall institute a pick-up and delivery operation or continue such operations with companies which maintain wage standards established by this Agreement in the area where the work is conducted. This exception shall not apply in any circumstance where an the Employer is presently engaged in pick-up and delivery operations either through his/her its own terminal or through companies which maintain such wage standards.

(c) Non-Adjoining Pick-Up and Delivery Operations

NO CHANGE

Section 5.

For the purpose of preserving work and job opportunities, the National Grievance Committee may define the circumstances and adopt procedures by which an the Employer and a Local Union, parties to this Agreement, may in compliance therewith enter into a Special Circumstance Agreement which does not meet the standards provided herein.

Section 6.

During negotiations for the National Master Freight Agreement to replace the Agreement which is scheduled to expire on March 31, 2003, the parties discussed employer subcontracting under Article 32 of the NMFA. As a result of these discussions, the parties agreed to the following understandings and clarifications as to the intent of the work preservation, diversion of work, and subcontracting provisions of Article 32:

A. It is a violation of Article 32 to use vendors to perform work, other than overflow, of the kind, nature, or type currently or previously performed by bargaining unit employees. For example, it is a violation of Article 32 for the size of the bargaining unit to decrease by attrition and the Employer not replace the employees while using vendors to perform work of the kind, nature, or type previously performed by that bargaining unit. Bargaining unit work of the kind, nature, or type includes any pick-up or delivery of freight, dockwork, clerical, or maintenance work functions performed by the bargaining unit under the Agreement.

B. Although Article 32 permits the Employer to subcontract overflow work, it is a violation for the Employer to regularly subcontract work of the kind, nature, or type currently or previously performed by the bargaining unit, rather than hiring additional employees over and above the existing complement to perform the regularly subcontracted work. Subject to employee availability (for example, inability to hire and/or absenteeism), work is subcontracted regularly in violation of Article 32 when there is a pattern of

49


bargaining unit work being subcontracted on a daily or weekly basis. Nothing in this Memorandum of Understanding is intended to change the triggers for hiring in the applicable Supplemental Agreements.

C. Recognizing that shippers may consign freight within their control to/from Mexico at any point in the United States, Article 32 prohibits the Employer from subcontracting work under its control to be performed in the United States of the kind, nature, or type currently or previously performed by the bargaining unit to employees employed by Mexican companies.

D. It is a violation of Article 32 for the Employer to knowingly subcontract bargaining unit work to be performed by a subcontractor while any regular scheduled or regular unscheduled employees, including “shapes” or “ 10 percenters” are on lay off unless they have been offered and refused such work (or attempt to contact the employee is unsuccessful, which shall be verified) . Subterfuge by any party is a serious offense and violates Article 32. Examples of subterfuge may include:

a. Tendering an amount of freight to a vendor on a given day that exceeds the capacity of that vendor; and

b. Tendering freight to a subcontractor that knowingly will not be attempted for delivery on the day subcontracted.

Section 7. National Subcontracting Review Committee

The parties shall establish a National Subcontracting Review Committee composed of two (2) Union representatives appointed by the Union Chairman of the National Grievance Committee and two (2) Employer representatives appointed by the Employer Chairman of the National Grievance Committee. The National Subcontracting Review Committee shall have the authority to review and adjudicate alleged violations of the work preservation, diversion of work and subcontracting provisions of Article 32, including practices by an the Employer that are an alleged subterfuge to avoid the requirements of Article 32.

All other grievances arising under this Article shall be processed on an expedited basis pursuant to the procedures contained in Article 8, Section 1(a).


ARTICLE 33.    WAGES, CASUAL RATES, PREMIUMS AND COST-OF-LIVING
(COLA) –

*** SEE: SUMMARY OF ECONOMICS***

3. Utility Employee and Sleeper Team Premiums

(a) In the event an the employer Employer subject to this Agreement utilizes the employee classification, those utility employees shall receive an additional one dollar ($1.00) per hour over and above the applicable supplemental rate.

(b) Effective April 1, 2003, the Sleeper Team Premium will be a minimum of 2 cents per mile over and above the applicable single man rates in each Supplemental Agreement.

4. Cost of Living Adjustment Clause

*** SEE: SUMMARY OF ECONOMICS***

50



All regular employees shall be covered by the provisions of a cost-of living allowance as set forth in this Article.

The amount of the cost-of-living allowance shall be determined as provided below on the basis of the “Consumer Price Index for Urban Wage Earners and Clerical Workers”, CPI-W (Revised Series Using 1982-84 Expenditure Patterns), All Items (1982-84=100), published by the Bureau of Labor Statistics, U.S. Department of Labor and referred to herein as the “Index”.

Effective April 1, 2004, and every April 1 thereafter during the life of the agreement, a cost-of-living allowance will be calculated on the basis of the difference between the Index for January, 2003 (published February 2003) and the Index for January, 2004 (published February 2004) with a similar calculation for every year thereafter, as follows:

For every 0.2 point increase in the Index over and above the base (prior year’s) Index plus 3.0%, there will be a 1 cent increase in the hourly wage rates payable on April 1, 2004, and every April 1 thereafter. These increases shall only be payable if they equal a minimum of five cents ($.05) in a year.

All cost-of-living allowances paid under this agreement will become and remain a fixed part of the base wage rate for all job classifications. A decline in the Index shall not result in the reduction of classification base wage rates.

Mileage paid employees will receive cost-of-living allowances on the basis of .25 mills per mile for each 1 cent increase in hourly wages.

5. Education and Training

The employer will pay each regular employee that completes CDL training and certification after April 1, 20 08 13 the sum of two hundred and fifty dollars ($250.00) three hundred dollars ($300.00).


ARTICLE 34. GARNISHMENTS

In the event of notice to an the Employer of a garnishment or impending garnishment, the Employer may take disciplinary action if the employee fails to satisfy such garnishment within a seventy-two (72) - hour period (limited to working days) after notice to the employee. However, the Employer may not discharge any employee by reason of the fact that his earnings have been subject to garnishment for any one (1) indebtedness. If the Employer is notified of three (3) garnishments irrespective of whether satisfied by the employee within the seventy-two (72) - hour period, the employee may be subject to discipline, including discharge in extreme cases. However, if the Employer has an established practice of discipline or discharge with a fewer number of garnishments or impending garnishments, if the employee fails to adjust the matter within the seventy-two (72) - hour period, such past practice shall be applicable in those cases.


ARTICLE 35.

Section 1. Employee’s Bail

NO CHANGE


51


Section 2. Suspension or Revocation of License

In the event an employee receives a traffic citation for a moving violation which would contribute to a suspension or revocation or suffers a suspension or revocation of his/her right to drive the company’s equipment for any reason, he/she must promptly notify his/her the Employer in writing. Failure to comply will subject the employee to disciplinary action up to and including discharge. If such suspension or revocation comes as a result of his/her complying with the Employer’s instruction, which results in a succession of size and weight penalties or because he/she complied with his/her the Employer’s instruction to drive company equipment which is in violation of DOT regulations relating to equipment or because the company equipment did not have either a speedometer or a tachometer in proper working order and if the employee has notified the Employer of the citation for such violation as above mentioned, the Employer shall provide employment to such employee at not less than his/her regular earnings at the time of such suspension for the entire period thereof.

When an employee in any job classification requiring driving has his/her operating privilege or license suspended or revoked for reasons other than those for which the employee can be discharged by the Employer, a leave of absence without loss of seniority, not to exceed three (3) years, shall be granted for such time as the employee’s operating license has been suspended or revoked. The employee will be given work opportunities ahead of casuals to perform non-CDL required job functions.

Section 3. Drug Testing

PREAMBLE

NO CHANGE

ABF NMFA UNIFORM TESTING PROCEDURE

A. Probable Suspicion Testing

NO CHANGE

B. DOT Random Testing

NO CHANGE

C. Non-Suspicion-Based Post-Accident Testing

NO CHANGE

D. Chain of Custody Procedures

NO CHANGE


52


E. Urine Collection Kits and Forms

NO CHANGE

F. Laboratory Requirements

NO CHANGE

4. Laboratory Accreditation

NO CHANGE

G. Laboratory Testing Methodology

NO CHANGE

H. Leave of Absence Prior to Testing

NO CHANGE

I. Disciplinary Action Based on Positive Adulterated, or Substituted Test Results

NO CHANGE

J. Return to Employment After a Positive Urine Drug Test

NO CHANGE

K. Special Grievance Procedure

NO CHANGE

L. Paid-for Time

NO CHANGE

Section 4. Alcohol Testing

NO CHANGE

A. Employees Who Must be Tested


53


There shall be random, non-suspicion-based post-accident and probable suspicion alcohol testing of all employees subject to DOT mandated alcohol testing. This includes all employees who, as a condition of their employment, are required to have a DOT physical, a CDL and are subject to testing for drugs under Article 35, Section 3 B.

Employees covered by this Collective Bargaining Agreement who are not subject to DOT-mandated alcohol testing are only subject to probable suspicion testing as provided in Article 35, Section 3 of the ABF NMFA or the appropriate article of the applicable Supplemental Agreement. The alcohol breath testing methodology outlined in this Section will be utilized for all employees required to undergo probable suspicion testing. (For test results and discipline, refer to ABF NMFA, Article 35, Section 3 I 2.)

B. Alcohol Testing Procedure

NO CHANGE

C. Notification

NO CHANGE

D. Pre-Qualification Testing for Non-DOT Personnel

NO CHANGE

E. Random Testing

NO CHANGE

F. Non-Suspicion-Based Post-Accident Testing

NO CHANGE

G. Substance Abuse Professional (SAP)

NO CHANGE

H. Probable Suspicion Testing

NO CHANGE

I. Preparation for Testing

NO CHANGE

J. Specimen Testing Procedures

NO CHANGE

K. Leave of Absence Prior to Testing

NO CHANGE


54


L. Disciplinary Action Based on Positive Test Results

NO CHANGE

M. Return to Duty After a Positive (Greater than .04 to the State Limit) Alcohol Test

NO CHANGE

N. Paid-for-time -Testing

NO CHANGE

O. Record Retention

NO CHANGE

P. Special Grievance Procedure

NO CHANGE



ARTICLE 36. NEW ENTRY (NEW HIRE) RATES

*** SEE SUMMARY OF NATIONAL ECONOMIC ITEMS***



ARTICLE 37. NON-DISCRIMINATION

NO CHANGE



ARTICLE 38.

Section 1. Sick Leave

Effective April 1, 1980 and thereafter, all Supplemental Agreements shall provide for five (5) days of sick leave per contract year.

Sick leave not used by March 31 of any contract year will be paid on March 31 at the applicable hourly rate in existence on that date. Each day of sick leave will be paid for on the basis of eight (8) hours’ straight-time pay at the applicable hourly rate.

Sick leave will be paid to eligible employees beginning on the third (3 rd ) working day of absence due to sickness or accident except where the employee is hospitalized prior to that date when it will be paid beginning on the date of hospitalization.

Effective January 1, 2009, the accrual and cash out dates for sick leave will become move from  April 1 to January 1. As an example, employees will be entitled to cash out accrued unused sick leave on April

55


1, 2008, and will accrue an additional 5 days sick leave between April 1, 2008, and December 31, 2008, and will be entitled to cash out any unused sick leave on January 1, 2009. In addition, no employee will lose their entitlement to the cash out of unused sick leave on January 1, 2009, because they were not able to satisfy the present eligibility provision of having received 90 days of compensation during the shorten qualifying period of April 1, 2008, through December 31, 2008.

The additional sick leave days referred to above shall also be included in those Supplements containing sick leave provisions prior to April 1, 1976. The National Negotiating Committees may develop rules and regulations to apply to sick leave provisions negotiated in the 1976 Agreement and amended in this Agreement uniformly to the Supplements. The Committee shall not establish rules and regulations for sick leave programs in existence on March 31, 1976.

Section 2. Jury Duty

NO CHANGE

Section 3. Family and Medical Leave Act

NO CHANGE



ARTICLE 39. DURATION

Section 1.

This Agreement shall be in full force and effect from April 1, 20 08 13 to and including March 31, 20 13 18 , and shall continue from year to year thereafter unless written notice of desire to cancel or terminate this Agreement is served by either party upon the other at least sixty (60) days prior to date of expiration.

When notice of cancellation or termination is given under this Section, the Employer and the Union shall continue to observe all terms of this Agreement until impasse is reached in negotiations, or until either the Employer or the Union exercise their rights under Section 3 of this Article.

Section 2.

Where no such cancellation or termination notice is served and the parties desire to continue said Agreement but also desire to negotiate changes or revisions in this Agreement, either party may serve upon the other a notice at least sixty (60) days prior to March 31, 20 13 18 or March 31st of any subsequent contract year, advising that such party desires to revise or change terms or conditions of such Agreement.

Section 3.

The Teamsters National Freight Industry Negotiating Committee, as representative of the Local Unions or the signatory Employer or the authorizing Employer Associations, shall each have the right to unilaterally determine when to engage in economic recourse (strike or lockout) on or after April 1, 20 13 18 , unless agreed to the contrary.

Section 4.


56


Revisions agreed upon or ordered shall be effective as of April 1, 20 13 18 or April 1st of any subsequent contract year.

Section 5.

NO CHANGE

Section 6.

NO CHANGE


IN WITNESS WHEREOF the parties hereto have set their hands and seals this day of _____ , 20 03 13 to be effective April 1, 20 08 13 , except as to those areas where it has been otherwise agreed between the parties.


NEGOTIATING COMMITTEES
FOR THE LOCAL UNIONS:
TEAMSTERS NATIONAL FREIGHT INDUSTRY
NEGOTIATING COMMITTEE

[TNFINC Committee names to be inserted]

FOR THE EMPLOYER:

[ABF Committee names to be inserted]

57




58


ADDENDUM A

Work Day/work week

The number of start times in effect today will remain. In addition to the existing number of start times, the Company will be allowed to add three (3) additional start times in a twenty-four (24) hour period. There shall be no more than 12 total start times unless such times currently exist in any given location.

(Examples: If a location currently has five (5) start times, they would be allowed to have eight (8) start times. If a location has six (6) start times they could go to nine (9). If a location has ten (10) start times they could go to twelve (12). These start times include all local cartage, dock, hostler classifications.)


59


ADDENDUM B

Break Times

All locations that currently have two (2) fifteen (15) minute breaks will be reduced to two (2) ten (10) minute breaks, unless otherwise required by law. Exceptions are straight 8’s and 4-10 hour shifts, for which breaks will remain the same.

There will be an additional ten (10) minute break after the tenth (10 th ) hour and once every two (2) hours thereafter.


60


ADDENDUM C

Work Across Classifications

(a) Hostling Across Job Classifications: When someone bids or is assigned a hostling job, he/she will be required to do any type of hostling required at that location (for example, hook road units, city units and trailers to and from the dock). Seniority will prevail for work assignments among various hostler assignments (road, dock, city) and when the need exists to move employees within the hostler assignment, the junior employee will be moved first.

(b) Drop & Pick: Road drivers will be permitted to make one pickup or delivery en-route to his/her destination terminal and he/she is also able to make one pickup or delivery en-route on his/her return. A “drop & pick en-route” shall be defined as a drop or pickup between the start of a run and the end of the run (i.e., between points A and B) and shall not deviate 20 miles from the normal route. There shall be no fingerprinting of the freight. Furthermore, the Company shall not violate any “T rules” that exist in any Supplement (i.e., prohibiting stops beyond or before the destination or ending terminals), except as otherwise agreed to.

(c) Drop & Hook: At terminals with 75 or fewer local cartage employees, a road driver that comes into the terminal may be able to push or pull his/her power unit even though there are local cartage/dock employees on duty. This provision shall not apply in a driver’s home domicile or at his/her lay down destination.

(d) Forklift only bids: There will be no forklift driver only positions.


61


NATIONAL ECONOMIC SETTLEMENT

ABF NMFA
TENTATIVE AGREEMENT
Reached May 3, 2013

Summary of General Monetary
National and all Supplemental Agreements
For the period covering April 1, 2013 through March 31, 2018

Note: The general hourly, mileage and other benefit modifications are as follows and shall be applied in accordance with the appropriate Area Supplement.

1.     General Wage Adjustments

a.    Effective payroll period following ratification:
-7.0% on all hourly and mileage rates

b.    Effective July 1, 2014:
+2.0% on all hourly and mileage rates

c.    Effective July 1, 2015:
+2.0%% on all hourly and mileage rates

d.    Effective July 1, 2016:
+2.0% on all hourly and mileage rates

e.    Effective July 1, 2017:
+2.5% on all hourly and mileage rates

(see attachment for additional info)

Other:

Combo Casuals receive 85% of GWI

Education and Training: CDL certification will pay $300.00

2.     Cost-of-Living Adjustments (COLA):

Annual COLA payable on July 1, 2014, July 1, 2015, July 1, 2016, and July 1, 2017, if the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), U.S., all items, (1982-84=100) increases by more than 3.5% in relevant annual time periods. Maintain current language and adjust dates. In no case shall the COLA increase be more than five (5) cents in any given year.


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3.     New Hire Wage Progression:

CDL Qualified Employees and Mechanics:
First day: 90% of top rate
1 year: 100% of top rate

Non-CDL Qualified Employees (excluding mechanics):
First day: 70% of top rate
1 year: 75% of top rate
2 year: 80% of top rate
3 year: 90% of top rate
4 year: 100% of top rate

4.     Vacation Reduction

(a) The vacation eligibility schedule in effect from the previous labor agreement shall be reduced by one week.

(b) Employees will not lose vacation for vacation anniversary years that began accruing prior to

April 1, 2013. Vacation accrual for vacation anniversary years beginning on or after April 1, 2013 will be reduced by one week.

5.     Health & Welfare and Pension Plans:

Health & Welfare and Pension

The Employer shall continue to participate in the same Health and Welfare and Pension Funds. During the life of this Agreement, the Employer shall continue to make contributions at the rates being paid as of the date of ratification of the ABF NMFA to the appropriate Health and Welfare and Pension Funds in such amounts as are determined on an annual basis by the Funds to be necessary to maintain the benefits then in effect.

Increased Employer Contributions to Teamster Health & Welfare and Pension Plans: If necessary to maintain the Health and Welfare and Pension benefits, the Employer shall increase its contribution to all Teamster Health & Welfare and Pension Plans, up to $1.00 per year as follows:

Effective Dates
Increases in Employer Contributions
August 1, 2013
up to $1.00 per hour
August 1, 2014
up to an additional $1.00 per hour
August 1, 2015
up to an additional $1.00 per hour
August 1, 2016
up to an additional $1.00 per hour

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August 1, 2017
up to an additional $1.00 per hour

Monthly, daily and/or hourly contributions shall be converted from the hourly contributions in accordance with past practice.

Consistent with past practice under the NMFA, the Supplemental Negotiating Committee will determine the allocation of the negotiated contribution amounts to the appropriate Health & Welfare and/or Pension Funds.

Effective August 1, 2013, the trigger in all Supplements for qualifying for a week’s health and welfare contribution will be three days, except for supplements that have a longer requirement. Those Supplements on an hourly contribution will continue their respective practices. The trigger for the obligation to make health & welfare contributions in Supplements that provide for a monthly-based contribution shall remain the same.

The employer shall only be required to pay those portions of the “up to” $1.00 per hour increases that are necessary to maintain the benefits as described above.

6.    Duration: April 1, 2013 through March 31, 2018 (5 years)



MOU to ABF NMFA
ABF Freight System Wage and Vacation Reduction – Job Security Guidelines
Effective First Payroll Period Following Ratification through March 31, 2018
(unless otherwise stated)

Part One: Employee Reduction

1. Wage Reduction. All bargaining unit and non-bargaining unit employees (including management) will share the burden of economic sacrifice contained in this MOU since job security is the number one asset all ABF employees hope to participate in equally. Towards that end, the bargaining unit employees will be paid in accordance with the wage adjustments set forth in the ABF NMFA, which adjustments are on the following basis:

All employees shall have their hourly wage and mileage rates be reduced by 7.0%.
Effective July 1, 2014: Increase all hourly wage and mileage rates by 2.0%
Effective July 1, 2015: Increase all hourly wage and mileage rates by 2.0%
Effective July 1, 2016: Increase all hourly wage and mileage rates by 2.0%
Effective July 1, 2017: Increase all hourly wage and mileage rates by 2.5%

Such wage reductions and/or reduced earnings shall include overtime, incentive pay, etc, in addition to vacation, sick pay, holiday pay, funeral leave, jury duty, and other paid for time not worked. Non-bargaining unit employees shall share the burden as set forth in (a) below.

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(a) The Employer must reduce the total compensation (defined as wages plus health and welfare and pension or retirement benefits) of all non - ABF NMFA bargaining unit employees (including management) by the same percentage reduction (an "Equal Reduction") in total compensation as is being applied to bargaining unit employees. Consideration will be made for all parties’ respective sacrifices instituted during the twenty four months prior to this Plan’s effective date. The Employer and TNFINC shall cooperate in achieving the equal sacrifice among Canadian employees of ABF, and recognize such efforts must be in compliance with applicable Canadian federal and provincial law.

(b) This MOU shall not prevent the Employer from paying variable, performance based compensation as the Employer has paid in past practice. This shall also not prevent the Employer from providing targeted increases to individual employees if necessary, in the Employer’s judgment, to operate the business so long as the overall total compensation increases are within the effective overall total compensation percentage increases to be received by the bargaining unit employees. If it becomes necessary to exceed this overall percentage increase limit to retain employees for the efficient continued operation of the business, the Employer would request approval from TNFINC.

New Hires
All employees hired after ratification shall be paid in accordance with the newly established contractual new hire percentages and the newly established contractual rates.


Part Two: Employee Protections

A. Access to Employer Financial Records.

The Employer shall submit an annual financial statement to the Local Unions which shall include an income statement, balance sheet and statement of cash flow for the prior year. The Union reserves the right on an annual basis to examine records of the Employer in order to monitor Employer compliance or utilize an independent auditor of its choice to do the same. As a condition of being provided such statements, books and audit, the Union (and any accountant or auditor engaged on its behalf) must agree to maintain the confidentiality of any Employer financial statements and reports for the protection of the Employer, and to execute a reasonable confidentiality agreement if the Employer requests in such form as the Employer may reasonably require.

B. Work Preservation.

(a) For the duration of this Agreement, the Employer agrees not to establish or purchase any union or non-union trucking company without the prior approval of TNFINC.

(b) The Employer agrees that during every year of the ABF NMFA it will fund the purchase, replacement and maintenance of ABF rolling stock (tractors, trailers and other ABF power equipment) in an amount not less than the net wage reduction provided by the ABF NMFA.


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(c) The Employer agrees that it will not transfer any bargaining unit work to another trucking company or trucking-related service company, regardless of whether that company is affiliated with either ABF or its parent company, unless expressly authorized by the ABF-NMFA.

(d) The Employer makes a good faith commitment, absent any new regulatory or unforeseen extraordinary events, that it will not close ABF for the duration of this agreement.

C. Bankruptcy Protection.

The purpose of this wage reduction is to make a financial accommodation for the benefit of the Employer, within the meaning of section 365(e)(2) of the Bankruptcy Code. Accordingly, if the Employer files a Chapter 7 or 11 bankruptcy petition or is placed in an involuntary bankruptcy proceeding, the wage reduction may be terminated and wages reverted to full contract agreement on a prospective basis, if TNFINC so elects in writing. If TNFINC does not exercise its option hereunder, the Employer agrees not to file any motion under Sections 1113 or 1114 of the Bankruptcy Code without the union’s approval.

D. Current Ownership.

In the event a Change of Control of ABF occurs (without the prior written consent of the Union), this wage reduction may be terminated and wages reverted to full contract wage rates in effect immediately prior to ratification on a prospective basis if the Union so elects in writing and all other provisions of this Plan shall be null and void on a prospective basis.

For the purposes of this wage reduction, a "Change of Control," shall be deemed to have taken place when a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, assumes ownership of more than 50% of the total voting power of the stock of ABC or where the current directors of ABC (or directors that they nominate or their nominees nominate) no longer continue to hold more than 50% of the voting power of the board of directors).

E. Profit-Sharing Bonus

1. If the Employer achieves a published, annual operating ratio of 96.0 or below for any full calendar year during this agreement (2014 through 2017), each employee will receive a bonus based on their individual W-2 earnings (excluding any profit sharing bonuses) for the year in which the qualifying operating ratio was achieved according to the following schedule:

ABF Published Annual Operating Ratio
Bonus Amount
95.1 to 96.0
1%
93.1 to 95.0
2%
93.0 and below
3%


2. The profit-sharing bonus will be distributed to the employees by separate check within 60 days of the end of the calendar year. An employee must be on the ABF seniority list for the entire calendar year in question to be eligible for such a bonus. Any employee who resigns, retires or otherwise incurs a termination of employment, whether voluntary or involuntary, during the year in question shall not be eligible for a year-end bonus.


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3. There shall be no inter-company charges initiated by the employer or changes in accounting assumptions or practices (GAAP), except as required to conform to governmental regulation, for the purpose of defeating the calculation of the annual operating ratio.

F. Pension Legislation

In the event that future federal legislation allows ABF to reduce its pension contribution rates which would not cause a reduction in benefits, the Company reserves the right to reopen the ABF NMFA as it relates to the pension contribution rates. If the parties do not agree on a mutually satisfactory resolution to negotiations over such issue within sixty (60) days of the start of such negotiations, either party shall be permitted all legal or economic recourse in support of its proposals on this matter notwithstanding any provisions of this Agreement to the contrary.

G Dispute Resolution

As part of the Collective Bargaining Agreement, disputes pertaining to this MOU are subject to the grievance procedure contained in the ABF National Master Freight Agreement. However, any grievance filed hereunder, by either party, shall be referred directly to the appropriate Regional Joint Area Committee for initial hearing and disposition.


END


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EXHIBIT 10.24

December 8, 2009


Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
Attn: Mr. Don Pearson, Director Cash Management
Re: $35,000,000 Committed Line of Credit
Dear Mr. Pearson:
We are pleased to inform you that PNC Bank, National Association (the “Bank” ) has approved your request for a committed line of credit to Arkansas Best Corporation (the “Borrower” ). We look forward to this opportunity to help you meet the financing needs of your business. All the details regarding your line of credit are outlined in the following sections of this letter.
1.      Facility and Use of Proceeds . This is a committed revolving line of credit under which the Borrower may request and the Bank, subject to the terms and conditions of this letter, will issue standby letters of credit (individually, a “Letter of Credit” and collectively the “Letters of Credit” ) from time to time until the Expiration Date, in a stated amount in the aggregate at any time outstanding not to exceed $35,000,000.00 (the “Facility” ); provided, however, that after giving effect to the stated amount of each Letter of Credit, the sum of (i) the aggregate stated amount of all Letters of Credit issued and outstanding (whether or not drawn) and (ii) the aggregate amount of unreimbursed payments made by the Bank under the Letters of Credit, shall not at any time exceed the Facility. The “Expiration Date” means December 7, 2010, or such later date as may be designated by the Bank by written notice to the Borrower.
The availability under the Facility shall be reduced by the stated amount of each Letter of Credit issued and outstanding (whether or not drawn). For purposes of this letter, the “stated amount” of any Letter of Credit shall include any automatic increases in stated amount under the terms of such Letter of Credit, whether or not any such increase in stated amount has become effective. Unless otherwise consented to by the Bank in writing, each Letter of Credit shall have an expiry date which is not later than (a) one year from the date of issuance, and (b) twelve (12) months following the Expiration Date (the “Final LC Expiration Date” ); provided that the Bank may issue upon the Borrower’s request one or more Letter(s) of Credit which by its or their terms may be extended for additional periods of up to one year each provided that (i) the initial expiration date (or any subsequent expiration date) of each such Letter of Credit is not later than the Final LC Expiration Date, and (ii) extension of such Letters of Credit, at the Bank’s discretion, shall be available upon written request from the Borrower to the Bank at least 60 days (or such other time period as agreed by the Borrower and the Bank) before the date upon which notice of non-extension would be required under the terms of the applicable Letter of Credit.
The Letters of Credit shall be governed by the terms of this letter and by a Reimbursement Agreement for Standby Letter(s) of Credit in form and content satisfactory to the Bank, executed by the Borrower in favor of the Bank (the “Reimbursement Agreement” ).



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December 8, 2009
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Each request for the issuance of a Letter of Credit must be accompanied by the Borrower’s execution of an application on the Bank’s standard forms (each, an “Application” ), together with all supporting documentation. Each Letter of Credit will be issued in the Bank’s sole discretion and in a form acceptable to the Bank. This letter is not a pre-advice for the issuance of a letter of credit and is not irrevocable.
The Borrower shall pay to the Bank an Amendment Fee equal to $150 for each amendment to a Letter of Credit, other than amendments extending a Letter of Credit’s expiry date. In addition, the Borrower shall pay to the Bank a fee (the “Letter of Credit Commission” ), calculated daily (on the basis of a year of 360 days), equal to the amount available to be drawn at such time under all Letters of Credit issued under the Facility (including any amounts drawn thereunder and not reimbursed, regardless of the existence or satisfaction of any conditions or limitations on drawing) on each day multiplied by one hundred (100) basis points (1.0%) per annum; provided that the minimum Letter of Credit Commission payable in respect of each Letter of Credit issued and outstanding hereunder shall be $500 per year. The Letter of Credit Commission shall be payable quarterly in arrears beginning on January 1, 2010, and continuing on the first day of each fiscal quarter thereafter and on the Final LC Expiration Date. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default (as defined in the Reimbursement Agreement), the Letter of Credit Commission, as calculated above, shall be increased by three percent (3%) per annum.
This letter (the “Letter Agreement” ), the Reimbursement Agreement and the other agreements and documents executed and/or delivered pursuant hereto, as each may be amended, modified, extended or renewed from time to time, will constitute the “Loan Documents” . Capitalized terms not defined herein shall have the meaning ascribed to them in the Loan Documents.
2.      Repayment . Amounts drawn under any Letter of Credit shall bear interest and shall be repaid as set forth in the Reimbursement Agreement.
3.      Security . The Borrower must cause the following to be executed and delivered to the Bank in form and content satisfactory to the Bank as security for the Loans:
(a) a pledge agreement(s) granting the Bank a first priority perfected lien on pledged collateral of the Borrower consisting of investment account number 20-80-002-3842401 (the “Cash Collateral Account” ).
The aggregate value of such pledged collateral on which the Bank has a first priority perfected lien (the “Cash Collateral” ) shall at all times be equal to not less than the aggregate stated amount of all Letters of Credit issued and outstanding under the Facility. If the pledged collateral includes accounts, a notification and control agreement, in form and content satisfactory to the Bank, with the depository bank in which the collateral is held will also be required.


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December 8, 2009
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4.      Covenants . Unless compliance is waived in writing by the Bank, until payment in full and termination of the Facility and expiration of all Letters of Credit issued thereunder:
(a) The Borrower will promptly submit to the Bank such financial information as the Bank may reasonably request relating to the Borrower’s affairs (including but not limited to annual and quarterly Financial Statements (as hereinafter defined) and tax returns for the Borrower) and the security for the Facility. “Financial Statements” means the [consolidated and consolidating] balance sheet and statements of income and cash flows prepared in accordance with generally accepted accounting principles in effect from time to time ( “GAAP” ) applied on a consistent basis (subject in the case of interim statements to normal year-end adjustments).
(b) The Borrower will not make or permit any change in its form of organization.
(c) The Borrower will provide prompt written notice to the Bank of the occurrence of any of the following (together with a description of the action which the Borrower proposes to take with respect thereto): (i) any Event of Default or any event, act or condition which, with the passage of time or the giving of notice, or both, would constitute an Event of Default, (ii) any material litigation filed by or against the Borrower, (iii) any Reportable Event or Prohibited Transaction with respect to any Employee Benefit Plan(s) (as defined in the Employee Retirement Income Security Act of 1974, as amended from time to time, “ERISA” ) or (iv) any event which might result in a material adverse change in the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower.
(d) The Borrower will maintain, with financially sound and reputable insurers, insurance with respect to its property and business against such casualties and contingencies, of such types and in such amounts, as is customary for established companies engaged in the same or similar business and similarly situated; and shall, upon the reasonable request of the Bank provide the Bank with evidence of such insurance.
(e) The Borrower will maintain books and records in accordance with GAAP and give representatives of the Bank access thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and records and such other information as the Bank may from time to time reasonably request, and the Borrower will make available to the Bank for examination copies of any reports, statements and returns which the Borrower may make to or file with any federal, state or local governmental department, bureau or agency.
(f) The Borrower will comply with all laws applicable to the Borrower and to the operation of its business (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls).
(g) The Borrower will not obtain, and will not permit any of its subsidiaries or affiliates to obtain, any borrowings under the credit facility existing as of the date hereof



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December 8, 2009
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pursuant to the Amended and Restated Credit Agreement dated May 4, 2007 with Wells Fargo Bank, National Association as agent for the lenders (the “Existing Credit Facility” ). On or before January 20, 2010, the Borrower will deliver to the Bank evidence satisfactory to the Bank that the Existing Credit Facility has been terminated as set forth in Section 5(n), below.
(h) The Borrower will comply with the financial reporting and other covenants included in Exhibit “A” hereto.
5.      Representations and Warranties . To induce the Bank to extend the Facility and upon the issuance of each Letter of Credit for the account of the Borrower, the Borrower represents and warrants as follows:
(a) The Borrower has delivered or caused to be delivered to the Bank its most recent balance sheet, income statement and statement of cash flows (as applicable, the “Historical Financial Statements” ). The Historical Financial Statements are true, complete and accurate in all material respects and fairly present the financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of the Borrower’s operations for the period specified therein. The Historical Financial Statements have been prepared in accordance with generally accepted accounting principles ( “GAAP” ) consistently applied from period to period, subject in the case of interim statements to normal year-end adjustments and to any comments and notes acceptable to the Bank in its sole reasonable discretion.
(b) Since the date of the most recent Financial Statements, no event or condition has occurred or exists, including without limitation any damage, destruction or loss, which has resulted or could result in a material adverse change in the Borrower’s business, assets, operations, condition (financial or otherwise) or results of operation.
(c) There are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Borrower, threatened against the Borrower which could result in a material adverse change in its business, assets, operations, financial condition or results of operations and there is no basis known to the Borrower or its officers, directors or shareholders for any such action, suit, proceedings or investigation. All pending and threatened litigation and proceedings against the Borrower are listed on Exhibit “B”.
(d) The Borrower has filed all returns and reports that are required to be filed by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon the Borrower or its property, including unemployment, social security and similar taxes and all of such taxes have been either paid or adequate reserve or other provision has been made therefor.
(e) The Borrower is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing.



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December 8, 2009
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(f) The Borrower has full power and authority to enter into the transactions provided for in this Letter Agreement and the other Loan Documents and has been duly authorized to do so by all necessary and appropriate action and when executed and delivered by the Borrower, this Letter Agreement and the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(g) There does not exist any default or violation by the Borrower of or under any of the terms, conditions or obligations of (i) its organizational documents; (ii) any indenture, mortgage, deed of trust, franchise, permit, material contract, material agreement, or other material instrument to which it is a party or by which it is bound; or (iii) any law, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon the Borrower by any law or by any governmental authority, court or agency; and the consummation of this Agreement and the transactions set forth herein will not result in any such default or violation or Event of Default.
(h) The Borrower has good and marketable title to the assets reflected on the most recent Financial Statements, free and clear of all liens and encumbrances, except for (i) current taxes and assessments not yet due and payable, (ii) assets disposed of by the Borrower in the ordinary course of business since the date of the most recent Financial Statements, and (iii) those liens or encumbrances, if any, specified on Exhibit “B” hereto.
(i) To the best of the Borrower’s knowledge, each employee benefit plan as to which the Borrower may have any liability complies in all material respects with all applicable provisions of ERISA, including minimum funding requirements, and (i) the Borrower has not received notice that any Prohibited Transaction (as defined under ERISA) has occurred with respect to any such plan, (ii) the Borrower has not received notice that any Reportable Event (as defined under Section 4043 of ERISA) has occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has not withdrawn from any such plan or initiated steps to do so, and (iv) no steps have been taken to terminate any such plan.
(j) The Borrower is in compliance, in all material respects, with all Environmental Laws (as hereinafter defined), including, without limitation, all Environmental Laws in jurisdictions in which the Borrower owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other waste, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise. Except as otherwise disclosed on Exhibit “B”, no litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best of the Borrower’s knowledge, threatened against the Borrower, any real property which the Borrower holds or has held an interest or any past or present operation of the Borrower. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or to the best of the Borrower’s


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December 8, 2009
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knowledge has occurred, on, under or to any real property in which the Borrower holds or has held any interest or performs or has performed any of its operations, in violation of any Environmental Law. As used in this Letter Agreement, “litigation or proceeding” means any demand, claim notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by a governmental authority or other person, and “Environmental Laws” means all provisions of laws, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by any governmental authority concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.
(k) No part of the proceeds of the Loan will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time in effect or for any purpose which violates the provisions of the Regulations of such Board of Governors.
(l) As of the date hereof and after giving effect to the transactions contemplated by the Loan Documents, (i) the aggregate value of the Borrower’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), except for the multi- employer pension plan contingent liability as disclosed and discussed in the most recent filing by the Borrower with the Securities and Exchange Commission, (ii) the Borrower will have sufficient cash to enable it to pay its debts as they become due, and (iii) the Borrower will not have unreasonably small capital for the business in which it is engaged.
(m) None of the Loan Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement or the Loan Documents not misleading. There is no fact known to the Borrower which materially adversely affects or, so far as the Borrower can now foresee, might materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower and which has not otherwise been fully set forth in this Agreement or in the Loan Documents, other than items previously disclosed to the Bank, current market conditions, and the multi-employer pension plan contingent liability as disclosed and discussed in the most recent filing by the Borrower with the Securities and Exchange Commission.
(n) No advances are outstanding on the Existing Credit Facility, and the Existing Credit Facility will be terminated on or before January 15, 2010.
6.  Events of Default . The events ( “Events of Default” ) which give the Bank the right to terminate the Facility and exercise its rights and remedies with respect to each Letter of Credit are set forth in the Reimbursement Agreement.
7.  Expenses . The Borrower will reimburse the Bank for the Bank’s out-of-pocket expenses incurred or to be incurred at any time in conducting UCC, title and other public record searches, and in filing and recording documents in the public records to perfect the Bank’s liens and



Arkansas Best Corporation
December 8, 2009
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security interests. The Borrower shall also reimburse the Bank for the Bank’s expenses (including the reasonable fees and expenses of the Bank’s outside counsel) in connection with any amendments, modifications or renewals of the Facility, and in connection with the collection of all of the Borrower’s Obligations to the Bank, including but not limited to enforcement actions relating to the Facility, whether through judicial proceedings or otherwise.
8.      Conditions .
(a)  Conditions to Issuance of Initial Letters of Credit . The Bank’s obligation to issue the Letters of Credit to be issued under the Facility on the date hereof is subject to the conditions that as of the date of the issuance of such initial Letters of Credit:
(i) All corporate (or other) action necessary for the valid execution, delivery and performance by the Borrower of this Letter Agreement and the other Loan Documents shall have been duly and effectively taken, and evidence thereof satisfactory to the Bank shall have been provided to the Bank;
(ii) The Bank shall have received copies, certified by a duly authorized officer of the Borrower to be true and complete, of the certificate or articles of incorporation and by-laws of the Borrower;
(iii) The Bank shall have received from the Borrower an incumbency certificate signed by a duly authorized officer of the Borrower, and giving the name and bearing the specimen signature of each individual who shall be authorized, in the name and on behalf of the Borrower (A) to sign each of the Loan Documents, (B) to make requests for advances and (C) to give notices and to take other action on its behalf under the Loan Documents;
(iv) The Bank shall have received a certificate of the chief financial officer or treasurer of the Borrower certifying that, after giving effect to the transactions contemplated by the Loan Documents, (A) the aggregate value of the Borrower’s assets will exceed its liabilities, (B) the Borrower will have sufficient cash to enable it to pay its debts as they become due, and (C) the Borrower will not have unreasonably small capital for the business in which it is engaged;
(v) The Bank shall have received a certificate of an authorized officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 8(b)(i) and (ii);
(vi) The Loan Documents shall have been duly executed and delivered, shall be in full force and effect, and shall be in form and substance satisfactory to the Bank;
(vii) The Borrower shall have paid to the Bank all fees and expenses subject to reimbursement; and


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December 8, 2009
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(viii) The Bank shall be reasonably satisfied as to the amount and nature of all tax, ERISA, employee retirement benefit and other contingent liabilities to which the Borrower may be subject.
(b)      Conditions to Issuance of All Letters of Credit . The Bank’s obligation to issue any Letter of Credit under the Facility subsequent to the date hereof is subject to the conditions that as of the date of each such issuance:
(i) Each of the representations and warranties of the Borrower contained in this Letter Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Letter Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such advance;
(ii) No Event of Default (as defined in the Reimbursement Agreement) or event which with the passage of time, the giving of notice or both would constitute an Event of Default shall have occurred and be continuing;
(iii) No material adverse change shall have occurred in the business, properties, assets, operations, condition (financial or otherwise), results of operations or prospects of the Borrower; and
(iv) The Borrower shall have delivered to the Bank evidence satisfactory to the Bank that additional Cash Collateral in an amount equal to 100% of the stated amount of each such Letter of Credit has been deposited in the Cash Collateral Account.
9.      Additional Provisions . The Bank will not be obligated to issue any Letter of Credit under the Facility if any Event of Default (as defined in the Reimbursement Agreement) or event which with the passage of time, provision of notice or both would constitute an Event of Default shall have occurred and be continuing.
Prior to execution of the final Loan Documents, the Bank may terminate this Letter Agreement if a material adverse change occurs with respect to the Borrower, the collateral for the Facility or any other person or entity connected in any way with the Facility, or if the Borrower fails to comply with any of the terms and conditions of this Letter Agreement, or if the Bank reasonably determines that any of the conditions cannot be met.
This Letter Agreement is governed by the laws of the Commonwealth of Pennsylvania. No modification, amendment or waiver of any of the terms of this Letter Agreement, nor any consent to any departure by the Borrower therefrom, will be effective unless made in a writing signed by the party to be charged, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. When accepted, this Letter Agreement and the other Loan Documents will constitute the entire agreement between the Bank and the Borrower concerning the Facility, and shall replace all prior understandings, statements, negotiations and written materials relating to the Facility.



Arkansas Best Corporation
December 8, 2009
Page 9

The Bank will not be responsible for any damages, consequential, incidental, special, punitive or otherwise, that may be incurred or alleged by any person or entity, including the Borrower, as a result of this Letter Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the use of proceeds of the Facility or any Letter of Credit issued under the Facility.
THE BORROWER AND THE BANK IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE ARISING OUT OF THIS LETTER AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED IN ANY OF SUCH DOCUMENTS AND ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
If and when a loan closing occurs, this Letter Agreement (as the same may be amended from time to time) shall survive the closing and will serve as our loan agreement throughout the term of the Facility.
To accept these terms, please sign the enclosed copy of this Letter Agreement as set forth below and the Loan Documents and return them to the Bank within thirty (30) days from the date of this Letter Agreement, or this Letter Agreement may be terminated at the Bank’s option without liability or further obligation of the Bank.
Thank you for giving PNC Bank this opportunity to work with your business. We look forward to other ways in which we may be of service to your business or to you personally.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
 
 
 
 
 
By:
 
/s/ Thomas S. Sherman
 
 
 
 
 
Thomas S. Sherman
 
 
 
 
Senior Vice President
 
 



Arkansas Best Corporation
December 8, 2009
Page 10

ACCEPTANCE
With the intent to be legally bound hereby, the above terms and conditions are hereby agreed to and accepted as of this 9 th day of December, 2009.
 
 
 
 
 
 
BORROWER:
ARKANSAS BEST CORPORATION
 
 
 
By:  
/s/ Judy R. McReynolds 
 
 
 
Name: Judy R. McReynolds 
 
 
 
Title: SVP, CFO & Treasurer 
 
 



Arkansas Best Corporation
December 8, 2009
Page 11
EXHIBIT A

TO LETTER AGREEMENT
DATED DECEMBER 8, 2009
ARKANSAS BEST CORPORATION
A.
FINANCIAL REPORTING COVENANTS :
 
 
(1)
The Borrower will deliver to the Bank:
(a) Financial Statements for its fiscal year, within 120 days after fiscal year end, audited and certified without qualification by a certified public accountant acceptable to the Bank.
(b) Financial Statements for each fiscal quarter, within 45 days after the quarter end, together with year-to-date and comparative figures for the corresponding periods of the prior year, certified as true and correct by its chief financial officer.
B.
NEGATIVE COVENANTS :
 
 
(1)
The Borrower will not liquidate, or dissolve, or merge or consolidate with any person, firm, corporation or other entity unless the Borrower is the surviving entity, or sell, lease, transfer or otherwise dispose of all or substantially all of its property or assets, whether now owned or hereafter acquired.



Arkansas Best Corporation
December 8, 2009
Page 12
EXHIBIT B

TO LETTER AGREEMENT
DATED DECEMBER 8, 2009
ARKANSAS BEST CORPORATION
3.6 Title to Assets . Describe additional liens and encumbrances below:
None
3.7 Litigation . Describe pending and threatened litigation, investigations, proceedings, etc. below:
None



EXHIBIT 10.25
Fourth Amendment to Loan Documents    

THIS FOURTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment” ) is made as of December 7, 2013, by and between ARKANSAS BEST CORPORATION (the “Borrower” ), and PNC BANK, NATIONAL ASSOCIATION (the “Bank” ).

BACKGROUND

A.    The Borrower has executed and delivered to the Bank (or a predecessor which is now known by the Bank’s name as set forth above), one or more promissory notes, letter agreements, loan agreements, security agreements, mortgages, pledge agreements, collateral assignments, and other agreements, instruments, certificates and documents, some or all of which are more fully described on attached Exhibit A, which is made a part of this Amendment (collectively as amended from time to time, the “Loan Documents” ) which evidence or secure some or all of the Borrower’s obligations to the Bank for one or more loans or other extensions of credit (the “Obligations” ).

B.    The Borrower and the Bank desire to amend the Loan Documents as provided for in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1.    Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision of this Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and provisions of this Amendment shall control.

2.    The Borrower hereby certifies that: (a) all of its representations and warranties in the Loan Documents, as amended by this Amendment, are, except as may otherwise be stated in this Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and confirmed without condition as if made anew, and (iii) incorporated into this Amendment by reference, (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Loan Document which will not be cured by the execution and effectiveness of this Amendment, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment.

3.    The Borrower hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Borrower or third parties (if applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all of the Borrower’s existing and future Obligations to the Bank, as modified by this Amendment.

4.    As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply with the terms and conditions (if any) specified in Exhibit A.

Form 17A – Multistate Rev. 9/09

The appearance of [++] denotes confidential information that has been omitted from this Exhibit
10.25 and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under Rule 24b-2 of the Securities Exchange Act of 1934.



5.    To induce the Bank to enter into this Amendment, the Borrower waives and releases and forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any liability, damage, claim, loss or expense of any kind that it may currently have against the Bank or any of them arising out of or relating to the Obligations. The Borrower further agrees to indemnify and hold the Bank and its officers, directors, attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense (including attorneys’ fees) suffered by or rendered against the Bank or any of them on account of any claims arising out of or relating to the Obligations, except to the extent such loss, damage, judgment, liability or expense is solely attributable to the Bank’s gross negligence or willful misconduct. The Borrower further states that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as its own free act and deed.

6.    This Amendment may be signed in any number of counterpart copies and by the parties to this Amendment on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Amendment by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

7.    This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns.

8.    This Amendment has been delivered to and accepted by the Bank and will be deemed to be made in the State where the Bank’s office indicated in the Loan Documents is located. This Amendment will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State where the Bank’s office indicated in the Loan Documents is located, excluding its conflict of laws rules.

9.    Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and confirms the confession of judgment (if applicable) and waiver of jury trial provisions contained in the Loan Documents.


WITNESS the due execution of this Amendment as a document under seal as of the date first written above.

WITNESS / ATTEST:                             ARKANSAS BEST CORPORATION
                                            


/s/ Michael Johns                                 By: /s/ Donald W. Pearson                
(SEAL)
Print Name: Michael Johns                        Print Name: Donald W. Pearson
Title: Secretary                                Title: VP and Treasurer
(Include title only if an officer of entity signing to the right)

Form 17A – Multistate Rev. 9/09

The appearance of [++] denotes confidential information that has been omitted from this Exhibit
10.25 and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under Rule 24b-2 of the Securities Exchange Act of 1934.



PNC BANK, NATIONAL ASSOCIATION


By: /s/ Thomas S. Sherman                
(SEAL)
Print Name: Thomas S. Sherman
Title: SVP


EXHIBIT A TO
FOURTH AMENDMENT TO LOAN DOCUMENTS
DATED AS OF DECEMBER 7, 2013
ARKANSAS BEST CORPORATION

A.
The “Loan Documents” that are the subject of this Amendment include the following (as any of the following have previously been amended, modified or otherwise supplemented):

1.    Letter Agreement dated December 8, 2009, between the Borrower and the Bank, as amended by renewal letters dated December 6, 2010 and November 15, 2011, and by an Amendment to Loan Documents dated as of December 9, 2010, a Second Amendment to Loan Documents dated as of March 1, 2012, and a Third Amendment to Loan Documents dated as of November 29, 2012 (the “Letter Agreement” );

2.    Pledge Agreement dated December 8, 2009, entered into by the Borrower in favor of the Bank (the “Pledge Agreement” );

3.    Notification and Control Agreement dated December 8, 2009, between the Borrower and the Bank;

4.    Reimbursement Agreement for Standby Letter(s) of Credit dated December 8, 2009, entered into by the Borrower in favor of the Bank; and

5.    All other documents, instruments, agreements, and certificates executed and delivered in connection with the Loan Documents listed in this Section A.

B.    The Loan Documents are amended as follows:

1.
The Letter Agreement is amended as follows:

A.
The caption of the Letter Agreement is amended and restated to read in full as “ $20,000,000 Committed Line of Credit ”.

B.
The first sentence in the first paragraph of Section 1 is amended and restated to read in full as follow:

“ This is a committed revolving line of credit under which the Borrower may request and the Bank, subject to the terms and conditions of this letter, may issue standby letters of credit (individually, a “Letter of Credit” and collectively the “Letters of Credit” ) from time to time until the Expiration Date, in a stated amount in the aggregate at any time outstanding not to exceed $20,000,000.00 (the

Form 17A – Multistate Rev. 9/09

The appearance of [++] denotes confidential information that has been omitted from this Exhibit
10.25 and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under Rule 24b-2 of the Securities Exchange Act of 1934.


“Facility” ); provided, however, that after giving effect to the stated amount of each Letter of Credit, the sum of (i) the aggregate stated amount of all Letters of Credit issued and outstanding (whether or not drawn) and (ii) the aggregate amount of unreimbursed payments made by the Bank under the Letters of Credit, shall not at any time exceed the Facility.”

C.    Effective December 8, 2013, the definition of the term “Expiration Date” set forth in the last sentence in the first paragraph of Section 1 is amended and restated to read in full as follows:

Form 17A – Multistate Rev. 9/09

The appearance of [++] denotes confidential information that has been omitted from this Exhibit
10.25 and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under Rule 24b-2 of the Securities Exchange Act of 1934.




“The “Expiration Date” means December 7, 2014, or such later date as may be designated by             the Bank by written notice to the Borrower.”

D.
Section 1.A. is amended and restated to read in full as follows:

“ Fees . The Borrower shall pay to the Bank a commitment fee in an amount equal to
$[++], in advance, for each year the Facility is available.”


C.
Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments set forth in this Amendment is subject to the prior satisfaction of the following conditions:

1.
Execution by all parties and delivery to the Bank of this Amendment.

2.
Payment by the Borrower to the Bank of the commitment fee in the amount of $[++].




Form 17A – Multistate Rev. 9/09

The appearance of [++] denotes confidential information that has been omitted from this Exhibit
10.25 and filed separately with the Securities and Exchange Commission pursuant to a confidential
treatment request under Rule 24b-2 of the Securities Exchange Act of 1934.


EXHIBIT 21
 
 
LIST OF SUBSIDIARY CORPORATIONS
ARKANSAS BEST CORPORATION
 
 
The Company owns and controls the following subsidiary corporations. Certain subsidiaries which do not qualify as significant in accordance with the applicable rules have not been listed.
 
Name
 
Jurisdiction of Incorporation
 
% of Voting Securities Owned
 
 
 
 
 
Subsidiaries of Arkansas Best Corporation:
 
 
 
 
ABF Freight System, Inc.
 
Delaware
 
100
Transport Realty, Inc.
 
Arkansas
 
100
Data-Tronics Corp.
 
Arkansas
 
100
ABF Cartage, Inc.
 
Delaware
 
100
Land-Marine Cargo, Inc.
 
Puerto Rico
 
100
ABF Freight System Canada, Ltd.
 
Canada
 
100
ABF Freight System de Mexico, Inc.
 
Delaware
 
100
Motor Carrier Insurance, Ltd.
 
Bermuda
 
100
Tread-Ark Corporation
 
Delaware
 
100
ABF Farms, Inc.
 
Arkansas
 
100
Albert Companies, Inc.
 
Delaware
 
100
Moving Solutions, Inc.
 
Arkansas
 
100
Panther Expedited Services, Inc.
 
Delaware
 
100
ABF Logistics, Inc.
 
Arkansas
 
100
 
 
 
 
 
Subsidiaries of ABF Freight System, Inc.:
 
 
 
 
ABF Freight System (B.C.), Ltd.
 
British Columbia
 
100
ABF Freight Funding, LLC
 
Delaware
 
100
 
 
 
 
 
Subsidiaries of Tread-Ark Corporation (formerly Treadco, Inc.):
 
 
 
 
FleetNet America, Inc.
 
Arkansas
 
100
 
 
 
 
 
Subsidiaries of ABF Logistics, Inc.:
 
 
 
 
ABF Global Supply Chain, Inc. (formerly Global Supply Chain Services, Inc.)
 
Arkansas
 
100
ABF Multimodel, Inc. (formerly FreightValue, Inc.)
 
Arkansas
 
100
ABF Supply Chain Solutions, Inc.
 
Ohio
 
100





EXHIBIT 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in the following Registration Statements:
 
(1)
Registration Statement (Form S-8, No. 333-127055) pertaining to the Arkansas Best Corporation 2005 Ownership Incentive Plan,
(2)
Registration Statement (Form S-8, No. 333-102816) pertaining to the Arkansas Best Corporation Supplemental Benefit Plan,
(3)
Registration Statement (Form S-8, No. 333-102815) pertaining to the 2002 Arkansas Best Corporation Stock Option Plan,
(4)
Registration Statement (Form S-8, No. 333-52970) pertaining to the Arkansas Best Corporation Non-Qualified Stock Option Plan,
(5)
Registration Statement (Form S-8, No. 333-93381) pertaining to the Arkansas Best Corporation Supplemental Benefit Plan,
(6)
Registration Statement (Form S-8, No. 333-69953) pertaining to the Arkansas Best Corporation Voluntary Savings Plan,
(7)
Registration Statement (Form S-8, No. 333-61793) pertaining to the Arkansas Best Corporation Stock Option Plan,
(8)
Registration Statement (Form S-8, No. 333-31475) pertaining to the Arkansas Best Corporation Stock Option Plan,
(9)
Registration Statement (Form S-8, No. 033-52877) pertaining to the Arkansas Best Employees’ Investment Plan,
(10)
Registration Statement (Form S-3, No. 333-168043) pertaining to the offering of Common Stock and Debt Securities, and
(11)
Registration Statement (Form S-8, No. 333-174637) pertaining to the Arkansas Best Corporation 2005 Ownership Incentive Plan;

of our reports dated February 28, 2014, with respect to the consolidated financial statements and schedule of Arkansas Best Corporation, and the effectiveness of internal control over financial reporting of Arkansas Best Corporation, included in this Annual Report (Form 10-K) of Arkansas Best Corporation for the year ended December 31, 2013.
 
 
\s\ Ernst & Young LLP
 
Tulsa, Oklahoma
 
February 28, 2014
 





EXHIBIT 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Judy R. McReynolds, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Arkansas Best Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
February 28, 2014
 
/s/ Judy R. McReynolds
 
 
 
 
Judy R. McReynolds
President – Chief Executive Officer and
Principal Executive Officer
 






EXHIBIT 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael E. Newcity, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Arkansas Best Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
February 28, 2014
 
/s/ Michael E. Newcity
 
 
 
 
Michael E. Newcity
Senior Vice President – Chief Financial Officer, Principal Financial Officer, and Chief Information Officer
 






EXHIBIT 32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing of the Annual Report on Form 10-K for the year ended December 31, 2013 (the “Report”) by Arkansas Best Corporation (the “Registrant”), each of the undersigned hereby certifies that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
ARKANSAS BEST CORPORATION
 
 
(Registrant)
 
 
 
Date: February 28, 2014
 
/s/ Judy R. McReynolds
 
 
Judy R. McReynolds
President – Chief Executive Officer and
Principal Executive Officer
 
 
 
 
 
 
 
 
ARKANSAS BEST CORPORATION
 
 
(Registrant)
 
 
 
Date: February 28, 2014
 
/s/ Michael E. Newcity
 
 
Michael E. Newcity
Senior Vice President – Chief Financial Officer, Principal Financial Officer, and Chief Information Officer