David Humphrey - VP, IR Judy McReynolds - President & CEO David Cobb - VP & CFO

Alex Vecchio - Morgan Stanley Chris Wetherbee - Citi Brad Delco - Stephens Incorporated Ken Hoexter - Bank of America Merrill Lynch David Ross - Stifel Matt Brooklier - Longbow Research Jason Seidl - Cowen Scott Group - Wolfe Research Todd Fowler - KeyBank Capital Markets John Barnes - RBC Capital Markets Jeff Kauffmann - Buckingham Research Rob Salmon - Deutsche Bank Art Hatfield - Raymond James Tom Albrecht - BB&T

Welcome to the ArcBest Corporation's third quarter 2015 earnings conference call. We'll have a short discussion of the third quarter results, and we'll open up for a question-and-answer period.

Our presentation this morning will be done by Ms. Judy R.

McReynolds, President and Chief Executive Officer of ArcBest Corporation; Mr. David R.

Cobb, Vice President, Chief Financial Officer of ArcBest Corporation. We thank you for joining us today.

In order to help you better understand ArcBest Corporation and its results, some forward-looking statements could be made during this call. As we all know, forward-looking statements by their very nature are subject to uncertainties and risks.

For a more complete discussion of factors that could affect the company's future results, please refer to the Forward-Looking Statements section of the company's earnings press release and the company's most recent SEC public filings. In order to provide meaningful comparisons, certain information discussed in this conference call includes non-GAAP financial measures as outlined in the tables in our earnings press release.

We will now begin with Miss McReynolds.

Thank you so much for joining us this morning. Throughout the quarter we provided our customers the high quality service they expect and effective solutions that span their supply chain needs.

Despite the general economic weakness, and lower fuel surcharges, the pricing environment remains favorable and I was pleased to see ABF Freight trim its operating ratio and improve doc handling metrics. I will talk more about that later.

The double-digit increases in revenue at ABF Logistics, ABF Moving, and FleetNet America were also encouraging. Although Panther experienced slow growth, their revenues were impact by available spot truckload capacity, lower fuel surcharges, and mixed changes from regular accounts.

Last year, Panther reported record results with an increase in load growth of 19%. As we've discussed on prior calls, ArcBest's Enterprise Solutions Team develops and implements comprehensive solutions for shippers with wide ranging transportation needs.

I'm encouraged by the progress made by this team which works across our organization to find the best answer for our customers who have multiple needs from the ArcBest subsidiaries. The investments we are making in this arena allow for greater ease of doing business with us, which we know is a key to our success.

By helping our extensive base of ABF and Panther customers more easily access our services, our entire business benefits. ABF Freight's third quarter revenue declined due to lower tonnage levels versus a strong growth period last year, and the impact of lower fuel surcharge revenue associated with declining diesel fuel prices.

Despite the weakness associated with the slowing economic environment, ABF Freight focus on a high level of customer service and solid pricing to improve its third quarter operating results versus last year. ABF Freight worked toward increased freight handling efficiencies, and reducing the need for outside operational resources, through better utilization of company drivers and equipment.

During last year's third quarter, tonnage growth in ABF Freight's total business increased over 6% and weight in ABF core LTL business grew at a double-digit rate. In this year’s third quarter, ABF Freight increased the number of shipments it handled, but tonnage totals were below 2014 in each month of the quarter.

Despite a decline in weight per shipment, ABF Freight was able to increase operating income by over 7% during a period of reduced revenue. As I previously mentioned, ABF Freight showed continued improvement in important dock handling metrics that reflect the operational focus being placed on labor efficiency.

Handled bills per dock hour improved 2.9% over last year. We continue to focus on improving our local pickup and delivery operations.

Despite a moderate decline in sequential stops for city driver, shipments for customer stops showed improvement on both a year-over-year and a sequential basis reflecting greater efficiencies when ABF Freight city drivers are at our customers' facilities. Our focus on better loading to outbound line haul trailers is reflected in the modest improvement of system load average figures.

ABF Freight succeeded in controlling city tractor and trailer rentals in its use of cartage. In addition, the need for outside rail and truckload services to supplement ABF line haul operations was reduced and we did a better job of managing empty equipment cost.

During the third quarter, ABF Freight was successful in maintaining price discipline and achieving increased rates. Despite the effects of significantly lower fuel surcharges versus last year, ABF Freight's total third quarter revenue per hundredweight increased slightly.

Excluding the effects of fuel surcharges, the increase in total pricing yields was in the mid-single-digits. The strength of both of these pricing statistics versus last year was consistent with what we saw in the second quarter.

The rate of increase on contract and deferred pricing accounts negotiated during the third quarter was 4.9% which represented the second highest third quarter level in the last 16 years. For the first nine months of this year, ABF also secured an average increase of 4.9% on these price sensitive accounts, the second highest year-to-date increased level in the last 16 years.

Also ABF implemented a general rate increase of 4.9% on October 5. ArcBest's Asset-Light businesses continued to evolve as an important part of the services we offer to customers.

Our ability to utilize owned assets in combination with dependable third-party resources increases the options we have in developing unique logistics solutions. The investments we made in these businesses are resulting in profitable growth and deepening customer relationships as additional services are being offered.

In both the third quarter, and on a year-to-date basis, these businesses represented 29% of ArcBest's total revenue. ABF Logistics experienced double-digit revenue growth and a 69% increase in third quarter operating income.

As a result of business growth in active transportation brokerage account and continued success in offering its services to existing ABF customers, a 56% increase in brokerage shipments contributed to improved cost efficiencies and better utilization of resources. Employees hired in the last year are gaining more job experience and proficiency and contributing to improved financial results.

Despite a dramatic reduction in the demand for capacity in the market place, ABF Logistics was able to improve third quarter gross margins over last year. ABF Moving's third quarter revenue increased 22% over last year as additional shipments from the summer moving activity and a change in mix that included a greater portion of government shipments positively impacted business levels.

Third quarter revenue was also possibly impacted by new customers utilizing ABF Moving's corporate relocation services. ABF Moving's operating income, which was slightly less than last year, was impacted by the increase in government shipments, which tend to have lower margins.

FleetNet's third quarter revenue improvement was the result of 22% increase in emergency roadside events, driven by new customers, and a 4% increase in fleet maintenance events associated with existing customers. FleetNet improved its third quarter operating income by 29% due to improved labor productivity associated with its period of higher call volumes.

Panther's third quarter revenue and operating income declined when compared to the record period of business growth that it experienced in the third quarter of 2014 versus last year as the current truckload environment has dramatically slowed due to weaker demand. Despite the industry environment, Panther continued its two-year trend of increasing the number of loads it handled each quarter, adding over 5% of loads in this year's third quarter.

The decline in Panther's third quarter total revenue was related to several factors including reductions in available revenue per load associated with weaker demand, the impact of reduced fuel surcharge revenue, and a reduction in the average length of haul related to changes in shipment mix. The revenue in most markets served by Panther declined versus last year's third quarter.

Revenue in the high-value products markets grew nearly 7%. The reduction in Panther's operating income was related to relaxed market conditions and changes in the mix of Panther's equipment types needed by its customers.

Later David will discuss the recent actions we took to improve shareholder returns by raising our dividend level and by extending the amount of our share repurchase program. Our strong financial position and our market opportunities allow us to consider many options for profitably growing our company through organic investments in our existing businesses and potential acquisition opportunities that broaden the scale of our logistic services.

We also seek to directly enrich our value to shareholders. Our quarterly dividend increase and the extension of our share repurchase program illustrates our commitment to doing that.

We believe our future is bright and opportunities for further progress are available to us. Following these recent actions we continue to have the financial resources to execute on those opportunities in a manner that will strengthen our best value for both customers and shareholders.

I always like to highlight good things that are going on at ArcBest and there are a few to talk about this quarter. In late July, a training program jointly operated by ABF Freight, the Teamsters Union, and the U.S.

Army to help soldiers transition to Civilian Careers as ABF Freight truck drivers graduated at first class trained at Fort Riley, Kansas, known as the Teamsters Military Assistance Program. This program began at Fort Sill, Oklahoma, where five classes have already graduated.

Fort Carson, Colorado, will soon become the third military location to offer this training. This is a win-win for ABF Freight and for those men and women who have proudly served our country through their military service.

Two ABF Freight drivers were recently recognized as some of the best in our industry at ATA's National Truck Driving Championships. Loren Hatfield from Arkansas won second place in the straight truck class.

David Hall also from Arkansas took second place in the 4-axle class. Both Loren and David have competed in the National Driving Championships multiple times in the past.

We are privileged to have Loren and David as a part of our company because they represent ABF Freight knowledgably and safely on our Nations Highway. For the third consecutive year, both ABF Freight and Panther received the Quest for Quality award from Logistics Management Magazine.

ABF Freight was honored in the National LTL carrier category and Panther was recognized in the expedited category. The quality process has been a cornerstone of our success for many years having both ABF Freight and Panther win this award as a symbolic testament to our history of striving to meet the specific requirements of our customers.

At last week, American Trucking Associations National Convention in Philadelphia, ABF road driver Ralph Garcia was awarded the Mike Russell Trucking Image Award for his contributions towards generating positive awareness of the trucking industry. Ralph is a former ATA America's Road Team Captain, a 2013 National Driving Champion, and a past winner of the trucking industries Professional Excellence Award.

His commitment to safe driving has resulted in over 3.5 million accident free miles. Ralph has been a wonderful ambassador for ABF Freight and the trucking industry for many years and we are proud to have him represent us.

And now I'll turn it over to David to provide the financial highlights for the quarter.

Good morning and thank you for your interest in ArcBest. ArcBest's revenue was $709.4 million, a slight decrease compared to third quarter last year.

ArcBest's third quarter operating income was $33.4 million, a 2% increase over $32.9 million in the third quarter of 2014. ArcBest earned $0.72 per diluted share equal to third quarter last year.

Excluding adjustments for pension settlement charges related to our non-union defying benefit pension plan, our third quarter net income was $19.6 million or $0.74 per diluted share. Last year's third quarter net income was also $0.74 per diluted share on a similarly adjusted basis.

However, first versus last year, this quarter's earnings per share was impacted by $0.03 due to a reduction of cash undervalue of life insurance policies. A portion of the investments in these insurance policies are in equity and fixed income securities and therefore are subject to market volatility.

These non-taxable changes in value appear in the other net income line of our income statement which is below operating income. Third quarter investments in our ongoing enterprise solutions initiatives were approximately $1 million.

The work of this group of employees enhances our ability to seamlessly offer our customers multiple services throughout ArcBest's subsidiaries. The cost of these investments are included in the other and eliminations line of our segment detail.

We expect similar quarterly cost associated with our enterprise solution activity in the future. ArcBest third quarter effective tax rate was 40%.

Our year-to-date 2015 effective tax rate is 39.5% in the upper portion of the 37% to 40% range that we expect for full year 2015. In the third quarter, we continue to purchase shares of our stock under a previously authorized stock repurchase program.

We bought 128,953 shares of ArcBest stock for total amount of $4 million. So far this year, we have purchased 292,000 shares for a total price of $10 million.

ABF Freight reported third quarter revenue of $511 million, a 2% decrease compared to last year. The change from last year's third quarter was impacted by lower fuel surcharges associated with a reduction in fuel prices.

Total shipments increased by 1% compared to third quarter 2014. ABF Freight's quarterly tonnage per day declined by 2.5% compared to last year's third quarter.

By month, ABF Freight's 2015 daily tonnage declined versus the same period last year about 1.1% in July, 3.3% in August, and 3.1% in September, with a progressively tougher tonnage comps versus 2014 combined with a soft freight environment, ABF Freight's tonnage per day declined 2.9% from the second quarter to the third quarter. While there has been a couple of sequential declines in the past 10 years, ABF Freight's tonnage historically has increased about 1.5% from second to third quarter.

ABF Freight's total weight per shipment was 1,274 pounds, a 3.5% decrease from last year's third quarter and 4% below the second quarter of 2015. This decrease in total average shipment size was impacted by the ability for shippers to utilize truckload options to move large LTL shipments during the current period of ample truckload capacity.

The reduction in average shipment size in ABF Freight's core LTL business was comparable to that for all shipments, ABF Freight handled during the third quarter. ABF Freight's average length of haul decreased moderately to 1,025 miles compared to 1,031 miles in the third quarter of last year.

Length of haul was slightly higher than in the second quarter of 2015. ABF Freight's third quarter total build revenue per hundredweight was 29.68% an increase of 0.5% versus the third quarter of last year.

Year-over-year comparisons of this yield figure continue to be impacted by lower fuel surcharge revenue related to reduction in diesel fuel prices versus last year. On a sequential basis, compared to second quarter, when fuel surcharge changes were minimal, ABF Freight's total build revenue per hundredweight increased 2.2%.

As a reminder, ABF Freight's Union Labor Agreement calls for annual wage increases on July 1 of each year which is a 2% increase this year. Contribution rates to the Union health, welfare, and pension plans are adjusted on August 1, and the average increase was approximately 3.5%.

These rate increases, along with handling increased shipments, impacted the sequential operating ratio comparison to the second quarter. ABF Freight also experienced an increase in third-party casualty claims and cargo claims that were higher than the historical average was together negatively impacted the year-over-year operating ratio comparison by 40 basis points.

Adjusted only for the pension settlement charges, the non-Union pension settlement charges ABF Freight's third quarter operating ratio was 94.7% compared to 95.2% in the prior year, managing an improvement on lower tonnage and higher shipment levels. On a combined basis, our asset-light logistics businesses increased their third quarter revenue versus last year by 6%.

Combined third quarter revenue for these businesses was $211 million. This total asset-light logistics revenue figure was significantly impacted by the reduction in Panther's third quarter revenue versus last year.

Excluding Panther, ArcBest remaining asset-light businesses had a combined increase in third quarter 2015 revenue versus last year of over 18%. Third quarter EBITDA for these businesses totaled $12.1 million compared to $13 million in the prior year quarter.

Combined operating income for the asset-light logistics businesses was $8.5 million versus $9.2 million during the same period last year. We ended the third quarter with unrestricted cash and short-term investments of $261 million, combined with the available resources under our credit revolver and our receivables securitization agreement, our total liquidity equals $387 million.

And again, the accordion features of those two agreements allow for an additional total amount of $100 million. As Judy mentioned, we recently announced two enhancements to shareholder value.

Last week, the ArcBest's Board extended our share repurchase program making a total of $50 million available for purchases of ArcBest's common stock. We also announced 33% increase of our quarterly cash dividend to $0.08 per share from the previous $0.06 per share.

Our strong financial position allows us to benefit our customers through organic and strategic investments that broaden the scale of services we offer, while at the same time returning capital to shareholders. Our total debt of $192 million includes the $70 million balance on our credit revolver, the $35 million borrowed on our receivable securitization, and $87 million of notes payable in capital leases primarily on ABF Freight equipment.

The composite interest rate on all of our debt is 2%. Full details of our GAAP cash flow were included on earnings press release.

We previously estimated 2015 net capital expenditures to total approximately $190 million including revenue equipment purchases of $110 million for ABF Freight and Panther. We expect to complete the revenue equipment purchases in our original plan, which are predominantly replacements.

But due to changes in the timing and priority of some projects, this year's real estate expenditures will be below earlier expectations. As a result, we now estimate our total 2015 net capital expenditures to be approximately $160 million.

While the month is not yet complete, ABF Freight projected revenues for October 2015 are estimated to be below October 2014 by 3% to 4%. Current projections for the month show total tonnage decreasing by 5% to 6% versus last year's October, when total tonnage per day increased over 11%.

However, shipment accounts were trending to be flat with October of last year. On a sequential basis, we would normally expect ABF Freight's October daily tonnage to be below September's and the percentage decrease this year is a little worse than the normal historical range.

On a year-over-year and sequential basis, ABF Freight's total October revenue per hundredweight including fuel surcharge is projected to increase approximately 2%. Year-over-year comparisons of revenue per hundredweight are affected by general rate increases, decreases in fuel surcharges related to lower diesel fuel costs, and changes in profile, and business mix.

For example, October total weight per shipment is currently expected to decline approximately 6% versus the same period last year and decline about 3% versus September. Total October billed revenue per hundredweight excluding fuel surcharge is expected to increase in the mid-to-high single-digits.

The change in this October's revenue per hundredweight is impacted by the timing of our last two general rate increases, one in early November of 2014, and the other in the early part of this month. Starting next month, the year-over-year comparison will only reflect the most recent general rate increase.

As experienced throughout this year, Panther's October revenue trends versus last year are being affected by comparisons back to a period of strong business growth, the availability of excess capacity in the spot truckload market, and lower fuel surcharges. As a result, Panther's October revenue is trending lower by approximately 14% versus last year despite a projected 5% increase in loads handled.

While experiencing lower revenue per load, Panther's October gross shipment margins were showing slight improvement compared to last year. On a combined basis, revenue at our other asset-light logistics company is running above last year's October by approximately 5% on double-digit increases in business activity.

Fuel prices have had a significant impact on a year-over-year comparisons throughout the year. And while fuel prices and related fuel surcharges have progressively declined each quarter of the year, the significant drop in fuel prices and related surcharges began in mid to late December of 2014.

Thank you for your time.

Okay, Kelly. I think we are ready for some questions.

Judy, I guess -- good morning. I guess I wanted to follow-up on kind of the pricing environments naturally we've been hearing a little bit of above mixed messages from some carriers versus others in terms of increasing competitiveness out there on price.

Can you -- it sounds like you are not seeing it, but can you may be elaborate to the extent you may be seeing some competitors getting more aggressive or is or are you just simply not seeing what some of the other carriers have talked about?

Well, I think our results were pleased with, for the quarter and into October. And so that's something I think that is know where the year.

When you look at the marketplace, I think it's also noteworthy that in the third quarter, our most price sensitive business contract and deferred pricing renewals was the best. I guess it was the second best for year-to-date in 16 years but in the third quarter just mirrored that.

So that's really one of our best indications as to the environment that we're dealing with. I think some comments on some of the other calls related to -- there is always someone in a given situation that's trying to gain business, that's true most all of the time.

And so I think really what we're focused on is our ability to execute the value that we provide and our ability to bring about results in this area and we continue to focus on providing that value and gaining those increases as a result of that.

Okay that's helpful. And then just my follow-up here on the OR, I think, historically ABF Freight's OR has typically eroded between 300 and 400 basis points in the fourth quarter sequentially.

Can you may be talk to some of the puts and takes this fourth quarter which might suggest whether that's this time will be stronger or weaker than normal seasonality? Thank you.

Well, thank you. We don't give guidance.

But we do reflect on history and that's you just articulated what the history is very well. I think that it's difficult to really pull together all the puts and takes because the environment continues to change.

We do have the general rate increase that we put in October 5, last year; it was in early November, when we did that. But on the other side of things, the business environment seems to be a little weaker in October for instance than it was even in the third quarter.

And so those are really two things that I would mention to you. And we continue to pursue good growth opportunities, to see good growth opportunities in all of our businesses and that's something that we're going to continue focusing on and try to bring about.

David, I do want to come back to some of the comments you made about pricing. Just want to make sure I sort of caught all of them and were clear on some of the changes going on in the fourth quarter.

If you could give us a little bit of color may be about sort of that the double GRI dynamic, I think you're suggesting that October revenue per hundredweight ex-fuel may be up mid-single-digits to high-single-digits. I don't know if you can give us some color on sort of how much the GRI made impact that sequentially, as you think about it, but just a little of bit of color that would be great?

Yes, just back to the revenue per hundredweight is projected to increase about 2% on a sequential basis. And yes with the GRI on October 5, this year, and we had it the November 3, 2014 GRI.

So when you're looking at October it is reflective really of those two GRIs on a year-over-year basis, it was just a month alone. So once again it's November I guess what I was trying to say is that you will be November -- of the month of November will be reflective of just one GRI that we put in place in October of this year.

Does that help?

Okay. Yes, that's helpful.

I was curious if you could give us some more sense on magnitude but I'm sure you're able to give at that level of detail?

Yes, I mean really it's difficult to do that. I mean, because you're talking about GRIs that were in place in November of last year, and then we had the adjustment that we made in fuel surcharge in early 2015, and sorting through the details of all of that it's difficult but we do know that the retention of those things has been good.

That's great. And as a quick follow-up just thinking about some of the comments before about heavier weight shipments in potential TL competition, I guess, some of these carriers, if you're seeing truckload coming into LTL a little bit on the higher end or so how that dynamic is playing out in the third quarter than may be early on here in the fourth quarter?

Thank you.

Yes, I mean, I think your question is valid because we did see a lot of capacity constraints that were in place last year that caused the larger shipments, some LTL and some in the case of full truckload shipments that we handled. When you see the environment weaker typically those can move back because truckload carriers are willing to handle them do the stop off and that sort of things that are somewhat less efficient for them.

And so we're seeing what we normally see when these environment dynamics are in place. Also, I mean, this -- I guess the inventory to sales ratios and what's happening there is playing end what we're seeing now is well.

We think as that resolved itself and we think as you know, as we get a little busier here perhaps later in the fourth quarter, we're going to see some better trends on the LTL side, on the weight per shipment. So we can't -- we don't have a crystal ball, can't say that for sure.

But probably the biggest factor on weight per shipment is just the available capacity on the truckload side.

Judy, could you talk about, I mean, I think you're probably one of the few LTLs that have announced and implemented the GRI. And just sort of in the backdrop of may be more squishy economic environment we're in.

Do we have enough data yet to know how that GRI is sticking, can you comment on that?

Our indications are that we're doing just fine with it. That it's progressing in a comparative to other past GRIs just well and just fine in line that is what I'd say.

Okay, good, encouraging. And then, second, I guess because everyone seems to be fairly hyper focused on the direction of economic activity, can you may be just talk about what flexibility or actions you've taken in this weaker demand environment and then what may be the contract may allow you to do if we were to see a more prolonged slowdown in economic activity versus what we saw in the prior cycle?

Yes, Brad. We've taken some actions by as of the end of October and some of these occurred, I guess, in early September.

But we've reduced our headcount by about 150 people. About a 100 of those were in September and the other 50 were laid off in the second half of October.

But probably the bigger point here is that we do have the flexibility to adjust our headcount as we see shipment levels change. The interesting thing that we've experienced and I think you've heard others talk about it is we've continued to see shipments be up slightly even though we're experiencing some of these tonnage declines.

And so the weight per shipment issue is a real issue and really it's more difficult to deal with because of the need to service those shipments. And so that's certainly something that we're focused on but we have good information about where we are and we have the flexibility in the contract to address that and to deal with that.

Hey good morning. David and Judy and just on the claims increase, you threw in there when you're going over the review claims seem to take a step up, is there something going on in performance, is there something on the cost side you can kind of step back and look out may be just talk a little bit about the cost side for a second?

Well certainly there is something to address there. It was really two-fold.

One was in the third-party casualty side and that happens at times, I don't really see that as something that is systemic or anything like that, it's just a comparison and just what happened to us, we're always striving to be based in improving our safety metrics and that sort of things. On the cargo care side, some of what we deal with on the freight profile has played into that.

And so we have a greater focus on those accounts that have the difficult freight to deal with and we're pursuing discussions with them and doing things ourselves to ensure that we're improving there.

So what is the claims ratio now?

For, I think for this quarter it was 0.8%.

It's right 0.8%.

0.8% of revenue that's actually relatively high for us. And so we're very interested and fully capable of bringing that back down.

But we did have some issues and as David pointed out in this quarter and we have a greater focus in that area than ever in order to try to raise that.

Wonderful. Same thing on the Panther side, saw the operating ratio increases, is that just a factor of the lack of demand on the expedited platform or is anything else within on the cost side of Panther or again it's just the demand side?

Yes, it really it's interesting because it is the demand side but at the same time they have load growth. So it's kind of interesting what we're dealing with there.

If you look at the market demand index which is an indicator of their market environment, it's been off more than I think by now more than 50% it's off about 48% or so I think towards the end of the third quarter relative to last year. And I was looking just this morning at the most recent data points there and it's a little bit even weaker in October.

And so that certainly affects their revenue per load. Their also top-line is affected by fuel surcharges.

They're doing okay on the margin line but because they have that that load growth we continue to service that business as well. I think I talked about this on the ABF Freight side it's also true on the Panther side and what we've seen is more cargo van and straight truck business and last 53 foot trailer business.

And so from a profitability standpoint that actually depresses profitability a little bit. For Panther again we've got growth, it's just in different areas and it's just a different mix.

Hey, Judy you talked about the better job you're doing in managing empties and cutting back on the PT in the quarter. Are you using ABF Logistics to do that or is that just your LTL team I guess better balancing lanes?

It's our LTL teams just handling those things better. I mean we have the ability to use of up to I guess 6% for the year in purchase transportations.

So you can actually have little bit higher than that in some quarters, if you're lowering others but it's really just ABF Freight team executing better on managing empties and better utilizing purchase transportation in rail appropriately and then into our own equipment and resources on the line haul side.

And is there any thoughts to or reason not to may be use ABF Logistics to fill some of the backhaul lanes as you're running your own assets?

Well I think we coordinate customer requests there. And we do it very effectively.

And the ABF customer has full truckload needs and they also have LTL needs. And so we coordinate all that activity to achieve the customer's desire there.

And then just on the equipment side real quick, you mentioned or I guess the CapEx in general but you mentioned some real estate was pushed out probably into 2016. Do you have any preliminary thoughts on CapEx directionally in 2016 versus 2015?

Is it going to be anything more than $160 million or little less about the same?

Yes, we will disclose our 2016 plans in the fourth quarter conference call and preliminarily though I would just say that we expect to continue our revenue equipment purchases that we outlined this year probably something on the similar magnitude in 2016. But we will give more guidance in the future.

Hey did you guys just talk to where a contract rates are resetting at currently. I know you talked about the GRI but just where contract rates are trending currently?

Are you talking about the -- you're talking about Union contract rates or salaries, I mean or wages?

I'm talking about on the pricing side of your contract?

Well on the pricing side, okay I'm sorry. 4.9% was for the third quarter figure.

Okay.

Matt, you mentioned the fact that that's good as we've gotten in '16 I think second best in 16 years even on a year-to-date basis in the same way is one of the best we've done.

I guess it's a little surprising given the fact that we're in kind of a weaker and macro environment just curious to hear your thoughts as to why you're able to I guess achieve this type of pricing and doing a lot better than you have historically?

Well I think as we provide greater value to our customers particularly in these multiservice situations I mean it just makes the conversations better whenever you come to the time for discussion of rates.

Okay. And then may be if you could just talk to kind of some of the seasonal freight that you do move and if you have a sense for what the fourth quarter could look like, what you're hearing from your shippers in terms of any of the seasonal freight you typically move this time a year and how that compares to last year?

Yes, I'm really not hearing about anything that's different from last year other than we do and have noted this inventory to sales ratio issue. We're -- I think our customers are continuing to work through that issue and have continued to mention it.

I was with a number of our sales folks earlier this week and asked a lot of questions at them about how things are going, what they're hearing in outsourcing, and they're seeing our business opportunities pretty good. There is a lot of good discussions going on out there and we continue to have opportunities.

Again it matters to customers that we have multiple ways of dealing with their issues because we're seeing just an increasingly complex set of options that are needed whenever you're dealing with a customer supply chain and when speed to market is really what's on their mind. So we're not hearing a lot of negative out there but we do have a heavy influence on our business at the industrial side.

And I think that's what you're seeing in both the overall weakness in the market and to some extent in our numbers.

Okay. I appreciate the time.

Okay. Thanks a lot.

Hi Kelly would you announce just how somebody needs to get into the queue if they want to get in queue.

Okay. Thanks a lot.

Can you just talk a little bit about Panther? I think we all know they have very tough comparisons in 4Q.

When you think about next year as we started is 1Q going to be a more normalized comp for Panther?

I would say so. As we move into next year, what I'm hesitating about is that it seems like first quarters for Panther are never normal and that's because of what happens with the weather, that can be a good thing for them or at times if things happen a certain way, it can also hurt them.

So but without trying to forecast the weather, I mean it should be a more normal comparison.

Okay. And just a quick follow-up, Ken was talking about some of the insurance stuff; I noticed last year you guys had a pretty decent spike on insurance on a year-over-year basis.

I’m assuming we’re not going to see the same trend sequentially this year?

Again we can't say for sure because what that is suggesting our self-insurance reserves to the actuarial analysis that we do. And so we haven't done that work full yet.

We will be and once we go through that we will know but we're not seeing anything that's really concerning there either on the worker's comp or the third-party casualty side.

So Judy it's good to see margin improvements given the tonnage declines. With October tonnage declines getting worse, do you think that is still an outcome that we can expect in the fourth quarter of margin improvement?

Well we don't give guidance on the fourth quarter. I mean as we've talked about earlier in the call our history shows that our quarter operating ratio for ABF Freight increases by about 3.5 points or so on average.

And so that's the history. But we're not going to give guidance, well if we're at conferences during the quarter, we will give updates on where we are from a tonnage standpoint typically as we do but other than that we will have to wait and see how it turns out.

Outside of the earlier GRI, are there any other factors to think about what that 3.5 points of margin?

Well just the only thing I'd say there is that I think it's been noticed that in October the business levels are a little bit weaker and that certainly plays in to the end result.

Yes, the other thing I would like to add is that as we pointed out on -- in our prepared remarks weight per shipments in October is even lower than what we saw in the third quarter.

It's down about 6%.

Right.

And that's deteriorated by about 3 percentage points I think from September. So that's interesting.

Again there is a lot of, when you look at it you need to be looking at it sequentially because last year the comparisons are so, last year was so strong, the comparisons are really I'm asking what you're looking at in terms of percentage decline.

Okay. And then just last question.

Can you talk about how much of your business is 3PL and if you're seeing any different tonnage trends better or worse with the 3PLs and may be just along those lines, if you're seeing better or worse tonnage trends long haul versus regional?

Scott, it's roughly about 5% of our total business that's what we do at 3PLs. And I don't I'm not aware that we're seeing anything, any trends, any different from them versus anybody else.

And then on the long haul regional.

We're really. I don't see that we're seeing a great change in there.

We continue to have about 60% of our business, it's in regional and that's actually fairly consistent, every quarter this year.

Hi guys, Judy, I guess going back to the comments on the headcount reduction, was that mostly labor related on the freight side or was that something across, the corporate organization. And then can you just go through the timing of when that would have come through the numbers, it sounded like some of that was in October, so it wouldn't have been in the third quarter numbers, but a portion of that may be was during September.

Just trying to get a sense of may be the impact of that as we move sequentially into the fourth quarter?

Yes, it was on the labor side within ABF Freight and it was in the month of September, which I think was again during the month of September, so not for the entire month of September. There were 100 people that we had to layoff.

And then, in October, there were 50 more. So that's what we've done today and that's the timing.

Okay, so given.

I was just going to add -- I was just going to add --

Sorry, David, go ahead, yes.

We adjust our headcounts with business levels or shipment levels largely, so.

Yes, and it's helpful because I think we're trying to think about the sequential progression and I just wanted to make sure we kind of had a sense of when that could be coming through the numbers as well. So just for my follow-up, Judy, you made the comments about you're doing a better job with on the purchase transportation side.

When I look at that as a percent of revenue, it's still may be a 100 or 200 basis point higher than where it was prior to the new contract. Do you still have additional opportunity to drive that down or where you have may be with use of rail with the rail service.

I'm just trying to think about where that can go as a percent of revenue more into 2016 or longer-term versus just into the fourth quarter? Thanks.

We have some opportunity to drive that down. But I think it's healthy for us to have a decent level of purchase transportation, utilization of rail, and then also the truckload carriers that were able to use with ABF Freight contract.

And that's because it helps us with balance and the total cost it can be in a better place with that in the mix. The other thing that it allows us to do is it allows us to address peak season or peak volumes with the utilization of those options.

And so it allows us to not have to carry as much owned equipment all through the year because we don't have the need for it and really the first quarter and perhaps as much in the fourth quarter. And so it's a good option to have those things.

We did see. I guess to backup for a minute, where the opportunity was really on rented equipment and the use of cartage agents and that's where we've really seen some great benefits.

Just better managing our own trailer tools and the activities in our city pickup delivery operations. Those are areas where we continue to have even opportunity but where we've seen the greatest benefit.

Okay. So maybe I just focus on that but think about that with salaries and with the D&A for total cost comment that you made?

Yes, yes.

Exactly.

Okay.

That is the way to think about it.

That there is a whole balance involved there, yes.

Hey, Judy, on your comments around the inventory to sales issue. Can you make be break that down a little bit in your customer interactions between may be retail versus industrial?

And do you have any feel just based on this conversation is that higher in one sector than another. Just may be a little color there.

Yes, that's more coming from the retail side.

Okay. So that's -- are you concerned at all then that as they kind to have grind through that inventory issue, are you seeing may be a slower start or a delayed start to the peak or are you concerned at all at may be what you normally see in a peak is may be a little less peak-ish this time?

I think there has been an impact of that. I mean I think our business levels are slower because of that and we've had that mentioned to us and then you see the factual results in the statistics that are available.

So I do think that it's a factor. I -- it’s hard for me to predict when that runoff occurs, it's -- we've been dealing with this issue for several months now.

So you would think that it would be something that we would work through fairly soon. And I've heard the comments that things will become quite more normal when we work through that.

But that's it. Again it's a retail comment and I'm hopeful that we work through that fairly soon.

Okay. And then going back to Jason's question also on Panther and just getting the comps going into the New Year, understanding Panther's kind of customer base I guess historic customer base, I think they've kind of -- they’ve been involved in the auto business in a pretty healthy manner.

Are you concerned at all that auto production right now is at fairly robust levels, there is some question as to sustainability of that. Just given what you’re already experiencing with may be Panther seeing some weakness along with the general economy, are you concerned at all that if you start to see a rollover in may be the pockets that are doing well, does that even on an easier comp does that still mean you're looking at maybe a little bit more sluggish tonnage growth there than you would expect normally?

Well we could certainly in a case where the auto industry cools, it could have an impact, would definitely have an impact. But the good thing about where we are with Panther versus years ago and this goes back to pre-ArcBest's ownership of Panther is that the auto business I think makes up about 20% of their total business something like that where it used to be much higher.

And so they have good influence in other areas healthcare and some good retail areas the government business.

In fact the -- or have value products line was actually an increase over the third quarter of last year.

So they're more I guess the company is more diversified than it once was. The other thing that's interesting about Panther, it is somewhat auto related but it's an additional sort of market opportunity for them is Mexico.

They're starting to do more in Mexico and I would say even if auto business is a little weaker not having been a significant player in Mexico really helps us with business opportunity and we're building a lot of good relationships there, starting to see some things happen and that will be I think a slow progression up. But I think over time that will be a factor in their business and I’m excited about that and encouraged about what we're seeing so far.

I think the other exciting thing is the addition of new accounts and so what you're seeing is continued penetration of our overall ArcBest's customer account base and opportunities are there for that.

Good morning, Jeff.

Sorry, hi Judy. Good morning.

Perfect.

Well congratulations some pretty strong results in a tough environment.

Well, thank you, Jeff.

I have kind of a question of the Board here. It looks like the Senate and the House are passing a Funding Bill to the President that is likely to sign, I'm assuming this also funds the transportation housing urban development which would include a provision for 33 foot trailers, am I accurate in this and what have you thought about that?

Yes, I believe so. Yes, I believe so.

So what does this mean for you in that $200 million of cash into the balance sheet?

Well I mean it certainly would be helpful to us to have the 33 foot trailer option available to us. We're excited about that if that were to go through.

But we -- it’s my view and I think it shares our equipment folks and our operations folks that that would be more of a progression into our fleet rather than kind of an upfront replace and purchase all new 33 foot trailers. We don't see ourselves doing that and we see it.

It’s something that we're going to take advantage of over time.

Okay. You would just switch some 28 foot orders that you got planned in the 33s I'd assume?

Yes, we have the flexibility to do that built in.

Okay. And have you thought at all about what a 33 could potentially mean in terms of productivity or P&L or anything like that?

Well I think again it would improve productivity. But it's going to be a progression into our fleet.

So we really haven't quantified that for we've looked at some numbers and thought about that a lot ourselves that we're not really going to be disclosing something until we see what happens and we see how that could progress into our fleet.

Okay.

I'm going to move this along. I got a couple more in here; about to run out of time, I want to give all the speakers [indiscernible].

Absolutely thanks guys.

Operator you're understanding that.

Thank you, Jeff.

I guess Judy getting back a little bit to the seasonality question which have been going on earlier. If I think about the third quarter, insurance in claims you guys noted was elevated at ABF Freight.

Is there any reason why it would remain at kind of that 1.6% just to flow through from the third quarter or should I think about something more of a normalized kind of 1.2% as I look out to the fourth quarter?

Well, Rob, we don’t give guidance on the fourth quarter. And so that one line item it would be even kind of more granular to do that until we go through, I mentioned this earlier, until we go through the entire process that we do with our actuaries on our insurance reserves we won’t know.

But we’re not seeing anything that is troubling to us at this point. And so and again we’re working on the cargo claims side to get that back to more normal place but that sometimes that takes a little bit of time.

So anyway that's really the additional color that I can give you on that.

Hi Rob, I'll move us along if you don’t mind. Just want to try to get it by chance.

Hey thanks David for slipping me in there.

Hi, Art.

Hi, Art.

Just one quick question. Hey so much has been dealt with, obviously as you know one of your competitors have been acquired by a termed I guess non-asset based company.

Can you talk to may be any change that you see; has there been anything in the marketplace that has caused some freight to may be displace from that competitor?

I don’t believe we’ve seen anything yet that would be material, Art. But we have had some discussions about some business opportunities and we’re encouraged by those but we will wait and see how that plays out.

I think we’re in early stages on the impact of that.

Well, thank you. Just kind of a big picture question.

I understand the push into asset-light, the possibility to drive an improved return on capital unless in your cyclical nature over the long-term. But I’m just kind of wondering if Panther is probably about the most cyclical asset-light company you could buy relative to what else is going on?

I mean what do you think about that relative to a brokerage IMC offering. I mean does it really deliver what you would hope for in the big scheme?

It does but it's more about the customer solution side of things. So we're looking at our customer base and understanding the needs in that customer base.

We see a great opportunity for coordinated expedited solutions for customers and Panther fits right into that. And it’s working well for us in those conversations.

So to have that integrated is a really good thing from a customer kind of delivery of solution standpoint. I agree with you that it’s cyclical.

But when you look at where the company went even this is prior to our ownership, even in 2009 it wasn’t a terrible place, they still produce decent results and we’re not nearly where we were back then. And so when we sit back and we look at how the company is doing, we especially if you look on a two-year basis, last year was probably unusual, this year is unusual.

To look at it on a two-year basis, we’re doing very well with that. But the other point that you made I also agree with and that is to the extent that we can add scale to our brokerage business for instance.

That’s going to be something that really I think helps us with more consistency in the results and really helps the issue that you point out. So but again we see all of these service offerings really helping us with the solutions that we can provide to customers and that’s really the exciting thing for us.

But I do understand the frustration of the cyclicality and the unpredictability. I think we’re seeing two extremes, last year and this year.

If we could ever get to a more normal situation, I think we would all be much more satisfied.

All right. Well I believe this concludes our call.

We appreciate your interest on ArcBest Corporation and we will talk to you in the future. Thanks very much.

Thanks a lot.