06/27/2024 | Press release | Distributed by Public on 06/27/2024 15:22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 000-19969
A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
ArcBest 401(k) and DC Retirement Plan
B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
ArcBest Corporation
8401 McClure Drive
Fort Smith, Arkansas 72916
ArcBest 401(k) and DC Retirement Plan
EIN 71-0673405 PN 002
Report of Independent Registered Public Accounting
Firm and Financial Statements
December 31, 2023 and 2022
ArcBest 401(k) and DC Retirement Plan
December 31, 2023 and 2022
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Contents |
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Report of Independent Registered Public Accounting Firm |
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3 |
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Financial Statements |
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Statements of Net Assets Available for Benefits |
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4 |
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Statements of Changes in Net Assets Available for Benefits |
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5 |
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Notes to Financial Statements |
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6 |
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Supplemental Schedules |
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
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15 |
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Signatures |
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16 |
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Exhibit Index |
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17 |
Report of Independent Registered Public Accounting Firm
Audit Committee, Investment Committee, Plan Administrator, and Plan Participants
ArcBest 401(k) and DC Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of ArcBest 401(k) and DC Retirement Plan (Plan) as of December 31, 2023 and 2022 and the related statements of changes in net assets available for benefits for the years then ended and the related notes (collectively referred to as "financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying schedule, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2023, have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income SecurityActof1974.Inouropinion,theScheduleH,Line4i-ScheduleofAssets(HeldatEndofYear)as of December 31, 2023 is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
WehaveservedasthePlan'sauditorsince2004.
/s/Forvis Mazars, LLP
Oklahoma City, Oklahoma
June 27, 2024
3
ArcBest 401(k) and DC Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2023 and 2022
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2023 |
2022 |
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Cash |
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$ |
82 |
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$ |
910,676 |
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Investments, At Fair Value |
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Mutual funds |
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349,705,043 |
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433,768,991 |
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Collective trust funds |
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288,892,579 |
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119,558,264 |
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ArcBest Corporation stock fund |
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8,396,509 |
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5,512,945 |
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Self-directed brokerage accounts |
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9,246,585 |
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8,709,607 |
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Variable annuity funds |
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- |
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612,135 |
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656,240,716 |
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568,161,942 |
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Receivables |
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Employer contributions |
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13,610,090 |
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19,600,392 |
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Participant contributions |
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809,068 |
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1,018,519 |
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Notes receivable from participants |
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8,556,013 |
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8,417,780 |
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22,975,171 |
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29,036,691 |
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Net Assets Available for Benefits |
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$ |
679,215,969 |
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$ |
598,109,309 |
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See Notes to Financial Statements
4
ArcBest 401(k) and DC Retirement Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2023 and 2022
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2023 |
2022 |
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Contributions |
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Participants |
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$ |
28,310,815 |
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$ |
27,485,467 |
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Employer |
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19,231,261 |
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27,531,744 |
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Rollovers |
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2,632,329 |
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1,988,715 |
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Total contributions |
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50,174,405 |
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57,005,926 |
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Deductions |
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Benefits paid to participants |
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81,106,532 |
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46,330,313 |
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Administrative expenses |
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523,990 |
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762,042 |
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Total deductions |
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81,630,522 |
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47,092,355 |
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Net Investment Income (Loss) |
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Net appreciation (depreciation) in fair value of investments |
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93,558,402 |
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(126,397,389) |
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Interest and dividends |
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9,487,184 |
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8,059,218 |
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Other income |
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1,126,752 |
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- |
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Net investment income (loss) |
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104,172,338 |
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(118,338,171) |
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Interest Income on Notes Receivable from Participants |
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600,406 |
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471,276 |
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Transfers In from Other Plan |
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7,790,033 |
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- |
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Net Increase (Decrease) |
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81,106,660 |
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(107,953,324) |
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Net Assets Available for Benefits, Beginning of Year |
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598,109,309 |
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706,062,633 |
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Net Assets Available for Benefits, End of Year |
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$ |
679,215,969 |
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$ |
598,109,309 |
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See Notes to Financial Statements
5
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Note1:Description of the Plan
ThefollowingdescriptionoftheArcBest401(k)andDCRetirementPlan(the"Plan")providesonly general information. For a more complete description of the Plan's provisions, participants should refer to the Plan document and Summary Plan Description, which are available from the Plan Administrator, ArcBestCorporation.
General
The Plan is a defined contribution plan sponsored by ArcBest Corporation which covers eligible employees of ArcBest Corporation and substantially all of its subsidiaries including: ABF Freight System, Inc.; ABF Cartage, Inc.; ArcBest II, Inc.; ArcBest Technologies, Inc.; FleetNet America, Inc.;ArcBestInternational,Inc.; MoLo Solutions, LLC;("ParticipatingCompanies"orcollectively,the"Company"),except foremployeesofcollectivebargainingunits,casualemployees(definedaspart-timeemployeeswho work less than thirty hours per week) who have not completed certain periods of service and leased employees.
On February 28, 2023, the Company sold its wholly owned subsidiary, FleetNet America, Inc. Each active participant immediately became 100% vested in their account and FleetNet America, Inc ceased to be a Participating Company.
Effective June 1, 2023, the Plan was amended to merge the MoLo Solutions 401(k) Plan (the "MoLo Plan") into the Plan. The related participants and plan assets of the MoLo Plan were transferred to the Plan during June 2023.
The Plan provides a DC Retirement feature (the "DC feature") for eligible employees. The DC feature of the Plan covers substantially all regular full-time employees of the Company, except for employees of collective bargaining units, casual employees who have not completed certainperiods of service and leased employees. Employees participating in the DC feature are eligible to receive a discretionary annual contribution from the Company, which is subject to the provisions of thePlan.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").For2022 through June 1, 2023,TransamericaRetirementSolutions,LLCwasthePlanrecordkeeper and State Street Bank and Trust Company was the trustee and custodian of thePlan. Effective June 1, 2023, the Company changed its 401(k) recordkeeper from Transamerica Retirement Solutions, LLC to Schwab Retirement Plan Services, Inc. On May 22, 2023, the Plan became subject to a Securities and Exchange Commission Regulation BTR blackout period. The blackout period is required due to the need to administratively process the migration of the Plan from the recordkeeping platform of Transamerica Retirement Solutions, LLC to the record keeping platform of Schwab Retirement Plan Services, Inc. During the blackout, Plan participants were prohibited from performing certain functions within the Plan, including (i) changing investment elections for future contributions; (ii) transferring funds among investment options; and (iii) requesting a Plan loan, distribution, or withdrawal. The blackout period ended June 15, 2023. Effective June 1, 2023, Charles Schwab Trust Bank became the trustee and custodian of the Plan.
6
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Contributions
For 2023 and 2022, the Plan allowed participants to contribute up to 75% and 69%, respectively, of their annual compensation, as defined by the Plan, through salary deferral subject to certain limitations. In addition to regular pre-tax 401(k) contributions, the Plan allows for after-tax Roth 401(k) contributions. Employees are able to designate all or part of their elective contributions as after-tax Roth 401(k) contributions. Employee rollover contributions are also permitted. Under the Plan, certain Participating Companies provide Company 401(k) matching contributions to each participant's account. Company 401(k) matching contributions may be made in the form of cash or ArcBest Corporation stock. The Company 401(k) matching contributions for the 2023 and 2022 plan years were made in the form of cash. For the years ended December 31, 2023 and 2022, the Company 401(k) matching contributions as a percentage of each participant's annual compensation deferral are presented in the following table:
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Company 401(k) Matching |
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Contribution as a Percentage |
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of Each Participant's Annual |
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Participating Company |
Compensation Deferral |
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ArcBest Corporation |
50% of the first 6% |
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ArcBest II, Inc. |
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50% of the first 6% |
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ABF Freight System, Inc. |
50% of the first 6% |
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ABF Cartage, Inc. |
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50% of the first 6% |
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ArcBest Technologies, Inc. |
50% of the first 6% |
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FleetNet America, Inc.(a) |
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No Match |
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ArcBest International, Inc. |
50% of the first 6% |
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MoLo Solutions, LLC(b) |
50% of the first 6% |
(a) | On February 28, 2023, the Company sold its wholly owned subsidiary, FleetNet America, Inc. |
(b) | Effective June 1, 2023, the Plan was amended to merge the MoLo Plan into the Plan. The related participants and plan assets of the MoLo Plan were transferred to the Plan during June 2023. |
An additional annual 401(k) profit sharing Company contribution may be made at the discretion of each Participating Companies'BoardofDirectors.FortheyearsendedDecember31,2023and2022,noadditional401(k) Company profit sharing contributions were made. The Company accrued discretionary contributions related to the DC feature of the Plan of $13,456,224 and $19,270,027 for the 2023 and 2022 plan years, respectively. Discretionary Company contributions under the DC feature are made subsequent to year end to a participant's account based on a percentage of the participant's eligiblecompensation.
Participant Investment Account Options
Participants direct the investment of their contributions as well as the Company's DC and matching contributionsintovariousinvestmentoptionsofferedbythePlanincludingmutualfunds,collective trusts, and, for 401(k) employee and Company matching contributions, the ArcBestCorporationstockfundandtheself-directedSchwabPersonalChoiceRetirementAccount® (the"PCRA").Aparticipant'sinvestmentintheArcBestCorporationstockfundisgenerallylimited to 10% of the participant's 401(k) account balance. A participant's investment in the PCRA is generally limited to 25% of the participant's 401(k) account balance. Participants may change the allocation of their investmentsdaily.
For the period ended May 31, 2023 and year ended December 31, 2022, Plan participants elected to invest in PortfolioXpress. PortfolioXpress was a service offered by Transamerica. Participants chose the PortfolioXpress service and designated their retirement year. CapTrust, the Plan's investment advisors, customized allocations based on the retirement year utilizing the investment holdings of the Plan. The portfolio was rebalanced quarterly and as the participant got closer to normal retirement age. PortfolioXpress was the Plan's Qualified Default Investment Alternative ("QDIA") for participants who do not make their own investment election, for the period ended May 31, 2023 and year ended December 31, 2022. Effective June 1, 2023, the Vanguard Retirement Trust II Collective Trust is the Plan's QDIA for participants who do not make their own investment election. The PortfolioXpress allocation was held in the individual funds of the Plan rather than in a separate segregatedfund.
The Plan's investment committee may change the available investment options from time-to-time.
7
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Participant Accounts
Separatesourcesaremaintainedwithinaparticipant's401(k)accountfor401(k)contributions,Roth 401(k) contributions, the Company's matching contributions, and the Company's discretionary contributions including contributions made pursuant to the DC feature. Each participant's account is credited with related investment returns. Each participant's account is also charged with an allocation of transaction processing and account administration fees, which are reflected in the accompanying statements of changes in net assets available for benefits as administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vestedaccount.
Vesting
Participants in the Plan are immediately vested in their 401(k) contributions plus earnings thereon. ParticipantsarefullyvestedintheCompany'scontributionsandrelatedearningsafterthreeyearsof continuousservice.Upondeath,disability,ornormalretirement,asdefinedbythePlan,participants become fully vested in the Company's contributions and related earnings. Any unvested Company contributions and related earnings are generally forfeited upontermination.
UndertheDCfeature,participantsarefullyvestedintheCompany'sdiscretionarycontributionsand related earnings after three years of continuous service. Upon death, disability or normalretirement, asdefinedbythePlan,participantsbecomefullyvestedintheCompany'sdiscretionarycontributions and relatedearnings.
Notes Receivable from Participants
Notes receivable from participants consist of participant loans. The Plan document includes provisions authorizing loans from the Plan to active eligible participants. Participants may borrow from their 401(k) account a minimum of $1,000 up to a maximum calculated as the lesser of 50%of their vested 401(k) account balance or $50,000 reduced by the participant's highest loan balance in theprecedingtwelve-monthperiod.Theloansaresecuredbythebalanceintheparticipant'saccount and are repayable generally over a period not to exceed five years (except for loans for the purchase of a principal residence). Interest on the loans is determined by the Plan Administrator based on reasonable rates of interest at prevailing rates for loans of a similarnature.
No loans are allowed under the DC feature.
Payment of Benefits
Upon termination of service, a participant is entitled to receive a lump-sum amount equal to the vested balance of the participant's account, which will be paid either as a direct rollover or directly totheparticipant.ThePlanalsoallowsparticipantstoelectpaymentofbenefitsinmonthly,quarterly, semiannual, or annual installments upon termination of service in lieu of a lump-sum payment. The installments shall continue pursuant to such participant's election until the earlier of full paymentof the vested amounts in the participant's accounts or the participant's death. Amounts remaining after theparticipant'sdeathshallbepaidinalump-sumpaymenttotheappropriatepartiesundertheterms of thePlan.
For the period ended May 31, 2023 and year ended December 31, 2022, a participant who selected SecurePath for Life investment option issued by Transamerica Life Insurance Company of the Plan elect any distribution method permitted by the variable annuity fund investment option. See Note 2 for discussion of the SecurePath for Life investment options.
Forfeited Accounts
Forfeited nonvested accounts reported as common collective trust in the accompanying statement of net assets available for benefits totaled $1,231,560 at December 31, 2023. Forfeited nonvested accounts reported as cash and cash equivalents in the accompanying statement of net assets available for benefits totaled $774,520 at December 31,2022. These accounts will be used to reduce future employer contributions. Forfeitures of $3,237,823 and $355,817 were used to reduce the Company's 401(k) matching contributions for the 2023 and 2022 plan years, respectively and $4,603 were used to reduce the employer defined contribution for the 2023 plan year.
8
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Plan Termination
Althoughithasnotexpressedanintentiontodoso,anyParticipatingCompany,throughactionofits Board of Directors, has the right under the Plan to discontinue its contributions at any time and the Board of Directors of ArcBest Corporation, at its discretion, may terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested intheir account.
Note2:Summary of Significant AccountingPolicies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generallyaccepted intheUnitedStatesofAmericarequiresmanagementtomakeestimatesandassumptionsthataffect the reported amounts of net assets and changes in net assets and disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from thoseestimates.
Valuation of Investments and Income Recognition
Quoted market prices, if available, are used to value investments. Quoted prices for mutual funds are the net asset value ("NAV") of shares held by the Plan at the financial statement date. Common Stocksarevaluedattheclosingpricereportedontheactivemarketonwhichthesecuritiesaretraded. See Note 3 for discussion of fair valuemeasurements.
Prior to June 1, 2023, the Diversified Stable Pooled Fund, was an investment option of the Plan, and is an investment of the Diversified Investment Advisors Collective Trust. The Plan's interest in the collective trust investment was valued at estimated fair value as provided by the Plan recordkeeper, which was based on information reported in the audited financial statements of the collective trust at year-end. The collective trust investment in the Diversified Stable Pooled Fund is directly invested in the Wells Fargo Stable Return Fund W and indirectly invested in the Wells Fargo Stable Fund G, whose principal objective is to protect principal while providing a higher rate of return than shorter maturity investments, such as money market funds or certificates of deposit.
The Galliard Stable Return Fund C, an investment option of the Plan, is a collective trust fund managed by sub. Advisor Galliard Capital Management. The Plan's interest in the collective trust investmentisvaluedatestimatedfairvalueasprovidedbythePlanrecordkeeper,whichisbasedon information reported in the audited financial statements of the collective trust at year-end. The Fund seeks to provide investors with a moderate level of stable income without principal volatility and is designed for investors seeking more income than money market funds without the price fluctuation of stock or bond funds.
The Vanguard Target Retirement Trust II series, investment options of the Plan, are investments of the Vanguard Target Retirement Trust II Collective Trust. The Plan's interest in the collective trust investments are valued at estimated fair value as provided by the Plan recordkeeper, which is based on information reported in the audited financial statements of the collective trusts at year-end. The collective trust investment in the Vanguard Target Retirement Trust II series are directly invested in a mix of Vanguard funds and trusts, whose principal objective is to provide growth of capital and current income consistent with its current target allocation by investing in a gradually more conservative mix of Vanguard funds and trusts.
The ArcBest Corporation stock fund is a unitized stock fund, which invests in the common stock of ArcBestCorporationwithapercentageofthefundallocatedtoacashequivalentholdingintheState Street Institutional Liquid Reserves Fund. The NAV of the ArcBest Corporation stock fund at the financial statement date provided by the Plan recordkeeper is based on the value of the shares of ArcBest Corporation common stock held in the fund, which are valued at the closing price reported on the NASDAQ Global Select Market, and the value of the cash equivalent investment holding of thefund.
Prior to June 1, 2023, the Plan offered SecurePath for Life investment options which are registered variable annuity funds issued by Transamerica Life Insurance Company. Those variable annuity funds were subaccounts of Separate Account VA FF, a pooled separate account established by Transamerica Life Insurance Company. The NAV of the variable annuity funds was a daily-calculated unit value based on the underlying investments of the pooled separate account, which were Vanguard Target Retirement mutual funds.
9
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
The Plan's PCRA investment option is a self-directed brokerage account that allows participants to invest in investments of their choosing.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the date paid by the issuer. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. The accrual of interest on notes is discontinued at the end of the quarter during which the note becomes 90 days past due, unless the credit is well secured and in process of collection. Past due status is based on contractual terms of the note. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 and 2022.
Allinterestaccruedbutnotcollectedremainsaspartofthebalancedueatthedatetheloanbecomes a deemed distribution. Interest accrues until a loan is treated as a deemed distribution. Notes are returned to active status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Delinquent notes that reach default status are treated as distributions based upon the terms of the Plandocument.
Plan Tax Status
The Plan's most recent determination letter is dated August 29, 2017. In the letter, the U.S. Internal RevenueServicestatedthatthePlanandrelatedtrust,asthendesigned,wereincompliancewiththe applicablerequirementsoftheU.S.InternalRevenueCodeand,therefore,notsubjecttoincometax. The Plan has been amended since receiving the determination letter. However, the Plan AdministratorbelievesthatthePlanandrelatedtrustweredesignedandoperatedincompliancewith the applicable requirements of the U.S. Internal Revenue Code as of and for the years ended December 31, 2023 and 2022.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more-likely-than-not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.
Administrative Expenses
Allinvestment-relatedadministrativechargesarepaidbythePlanasprovidedinthePlandocument and are included in net appreciation (depreciation) in fair value of investments. All other expenses of maintaining the Plan may be paid by the Company or the Plan, at the Company's discretion. Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. For the period ended May 31, 2023 and December 31, 2022, non-investment related fees were charged at an annual rate of 0.10% to each participant's account and all revenue sharing was rebated back to participants based on their investment allocations. Fees related to the administration of notes receivable from participants were charged directly to the participant's account and were included in administrativeexpenses. Effective June 1, 2023, non-investment related fees are charged at an annual rate of $39 per participant. This fee is charged to participant accounts and paid out of plan assets and all revenue sharing is rebated back to participants; however, as of December 31, 2023, the Plan has not generated any revenue share based on the investments available in the Plan.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
10
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Note3:Fair Value of PlanAssets
Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 specifies a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels described as follows:
Level1Quoted prices in active markets for identical assets orliabilities.
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or 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 for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Investments
Followingisadescriptionofthevaluationmethodologiesandinputsusedforassetsmeasuredatfair valueonarecurringbasisandrecognizedintheaccompanyingstatementsofnetassetsavailablefor benefits,aswellasthegeneralclassificationofsuchassetspursuanttothevaluationhierarchy.There have been no significant changes in the valuation techniques during the years ended December 31, 2023 and 2022. The Plan had no liabilities measured at fair value on a recurring basis. In addition, the Plan had no assets or liabilities measured at fair value on a nonrecurringbasis.
Wherequotedmarketpricesareavailableinanactivemarket,securitiesareclassifiedwithinLevel1 of the valuation hierarchy. The Plan's investments classified as Level 1 include mutual funds and self-directed brokerage accounts, whose underlying assets are primarily Level1.
If quoted market prices are not available, fair values are estimated by using pricing models or discounted cash flows with inputs derived from observable market data, quoted prices of securities with similar characteristics, or audited financial statements. The Plan's collective trust investments andvariableannuityfundsarevaluedatNAVbasedontheunitvalueoftheunderlyinginvestments, which are an observable input and are included in investments measured at net asset value. The fair value of the Plan's Level 2 investment in the ArcBest Corporation stock fund is calculated based on the quoted market price of the common stock, which is traded in an active market, and the money market mutual fund investment held in the fund. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Plan has no investments classified as Level3.
During the years ended December 31, 2023 and 2022, there were no investments transferred between levels of the fair value hierarchy.
11
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Recurring Measurements
Thefollowingtablepresents,foreachofthefairvaluehierarchylevels,thefairvaluemeasurements ofassetsrecognizedintheaccompanyingstatementsofnetassetsavailableforbenefitsmeasuredat fair value on a recurring basis at December 31, 2023 and2022:
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2023 |
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|
|
Fair Value Measurements Using |
|
|
|
|
|||||||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
349,705,043 |
|
$ |
- |
|
$ |
- |
|
$ |
349,705,043 |
|
Self-directed brokerage accounts |
|
9,246,585 |
|
- |
|
- |
|
9,246,585 |
|
||||
ArcBest Corporation stock fund |
|
|
- |
|
|
8,396,509 |
|
|
- |
|
|
8,396,509 |
|
Total assets in fair value hierarchy |
|
$ |
358,951,628 |
|
$ |
8,396,509 |
|
$ |
- |
|
$ |
367,348,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments measured at net asset value(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective trust funds(b) |
|
|
|
|
|
|
|
|
|
|
|
288,892,579 |
|
Total investments at fair value |
|
|
|
|
|
|
|
|
|
|
$ |
656,240,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
||||||||||
|
|
Fair Value Measurements Using |
|
|
|
|
|||||||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
$ |
433,768,991 |
|
$ |
- |
|
$ |
- |
|
$ |
433,768,991 |
|
Self-directed brokerage accounts |
|
8,709,607 |
|
- |
|
- |
|
8,709,607 |
|
||||
ArcBest Corporation stock fund |
|
|
- |
|
|
5,512,945 |
|
|
- |
|
|
5,512,945 |
|
Total assets in fair value hierarchy |
|
$ |
442,478,598 |
|
$ |
5,512,945 |
|
$ |
- |
|
$ |
447,991,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments measured at net asset value(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective trust funds(b) |
|
|
|
|
|
|
|
|
|
|
|
119,558,264 |
|
Variable annuity funds(c) |
|
|
|
|
|
|
|
|
|
|
|
612,135 |
|
Total investments at fair value |
|
|
|
|
|
|
|
|
|
|
$ |
568,161,942 |
|
(a) | InvestmentsaremeasuredusingtheNAVpracticalexpedient,andtherefore,havenotbeenclassifiedinthefair valuehierarchy. |
(b) | Funds file U.S. Department of Labor Form 5500 as a direct filing entity. Therefore, disclosure of significant investment strategy is not required. There are no unfunded commitments or significant restrictions on redemptions. |
(c) | The Plan invests in variable annuity funds, held in a pooled separate account and is designed to provide investors with an annual income amount for life. The use of net asset value as fair value is deemed appropriate, as the variable annuity funds do not have a finite life, unfunded commitments or significant restrictions onredemptions. |
12
ArcBest 401(k) and DC Retirement Plan
Notes to Financial Statements
December 31, 2023 and 2022
Note4:Party-in-InterestTransactions
Party-in-interesttransactionsincludethosewithfiduciariesoremployeesofthePlan,anypersonwho provides services to the Plan, an employer whose employees are covered by the Plan, and an employee organization whose members are covered by the Plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of suchpersons.
InvestmentsintheArcBestCorporationstockfund,whichholdsinvestmentsinthecommonstockof the Company, qualify as party-in-interest transactions. The ArcBest Corporation stock fund also holdscashequivalentinvestmentsintheStateStreetInstitutionalLiquidReservesFundadministered by State Street Global Markets, LLC, and an affiliate of State Street Corporation. The Plan's trustee and custodian, State Street Bank and Trust Company, is also an affiliate of State StreetCorporation.
CapTrust Partners, LLC provides investment consulting and investment management services for the plan. CapTrust Partners, LLC customizedtheage-basedtargetretirementallocationutilizingtheinvestmentholdings of the Plan for participants that chose the PortfolioXpress service for the period ending May 31, 2023 and year ended December 31, 2022. During 2023 and 2022, the Plan paid CapTrust Partners, LLC a total of $122,166 and $172,657, respectively for theseservices.
For the period ending May 31, 2023 and year ending 2022, the Plan invests in certain funds managed by the Plan recordkeeper, Transamerica Retirement Solutions, LLC ("Transamerica"), or issued by Transamerica Life Insurance Company, which are affiliated companies owned by AEGON N.V. The Diversified Stable Pooled Fund is managed by Transamerica and the SecurePath for Life investment options are variable annuity funds issued by Transamerica Life Insurance Company; therefore, transactions with these funds qualify as party-in- interest. National Financial Services and Mid Atlantic Capital Corporation provide securities brokerage services to the Plan. For the period ended May 31, 2023 and December 31, 2022, allrevenuesharingwasrebatedtothePlanandTransamerica'sannualadministrativefee of 0.06%, plusthe0.04%inadditionalqualifiedannualexpenseswerechargeddirectly to the Plan. Effective June 1, 2023, all revenue sharing is rebated to participant accounts; however, as of December 31, 2023, the Plan has not generated any revenue share based on the investments available in the Plan. The Plan paid $232,597 and $539,823 of transaction processing and account administration fees, not covered by revenue sharing, to Transamerica during 2023 and 2022, respectively, which are included in administrativeexpenses.
For the period from June 1, 2023 through December 31, 2023, the Plan paid $94,356 for recordkeeping, trust, and administrative and advisor services to Schwab Retirement Plan Services, Inc.
Individually immaterial expenses paid by the Plan to parties-in-interest aggregating to $74,870 and $49,562 were recorded in administrative expenses for 2023 and 2022, respectively. The Company provides certain administrative services at no cost to the Plan.
Note5:Risks andUncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants' account balances and the amounts reported in the financial statements.
13
Supplemental Schedule
14
ArcBest 401(k) and DC Retirement Plan
EIN 71-0673405 PN 002
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
December 31, 2023
|
|
|
|
|
|
|
|
Identity of Issuer |
Description of Investment |
Current Value |
|||
|
Cash |
|
|
|
|
|
* |
Charles Schwab Trust Bank |
|
Cash Reserve Account |
|
$ |
82 |
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
Vanguard Trust Company |
|
Vanguard Institutional Index Instl Pl, 502,252 shares |
|
$ |
197,620,986 |
|
Vanguard Trust Company |
|
Vanguard Midcap Index Institutional, 691,372 shares |
|
|
43,998,912 |
|
Vanguard Trust Company |
|
Vanguard Dvlp Markets Index Instl, 2,408,422 shares |
|
|
37,161,952 |
|
Vanguard Trust Company |
|
Vanguard Total Bond Market Index, 3,012,258 shares |
|
|
29,249,027 |
|
Vanguard Trust Company |
|
Vanguard Small Cap Index Institutional, 237,501 shares |
|
|
24,270,261 |
|
Vanguard Trust Company |
|
Vanguard Inflation Protected Secs I, 956,550 shares |
|
|
8,972,442 |
|
Vanguard Trust Company |
|
Vanguard Total Intl Bond Idx Institutional, 189,612 shares |
|
|
5,612,511 |
|
Vanguard Trust Company |
|
Vanguard Emrg Markets Index Admiral, 54,421 shares |
|
|
1,859,574 |
|
Vanguard Trust Company |
|
Vanguard Real Estate Index Admiral, 7,666 shares |
|
|
959,378 |
|
|
|
|
|
|
|
|
Collective Trust Investment |
|
|
|
|
|
|
Galliard Capital Management |
|
Galliard Stable Return Fund C, 577,242 shares |
|
|
34,455,571 |
|
Vanguard Trust Company |
|
Vanguard Target 2020, 188,492 shares |
|
|
8,201,293 |
|
Vanguard Trust Company |
|
Vanguard Target 2025, 646,521 shares |
|
|
29,190,423 |
|
Vanguard Trust Company |
|
Vanguard Target 2030, 637,272 shares |
|
|
29,422,853 |
|
Vanguard Trust Company |
|
Vanguard Target 2035, 765,791 shares |
|
|
37,003,044 |
|
Vanguard Trust Company |
|
Vanguard Target 2040, 530,354 shares |
|
|
27,201,863 |
|
Vanguard Trust Company |
|
Vanguard Target 2045, 643,908 shares |
|
|
34,172,214 |
|
Vanguard Trust Company |
|
Vanguard Target 2050, 563,187 shares |
|
|
30,265,690 |
|
Vanguard Trust Company |
|
Vanguard Target 2055, 417,535 shares |
|
|
30,054,194 |
|
Vanguard Trust Company |
|
Vanguard Target 2060, 244,559 shares |
|
|
13,893,386 |
|
Vanguard Trust Company |
|
Vanguard Target 2065, 110,791 shares |
|
|
3,876,578 |
|
Vanguard Trust Company |
|
Vanguard Target 2070, 2,795 shares |
|
|
59,654 |
|
Vanguard Trust Company |
|
Vanguard Target Retirement Income, 262,872 shares |
|
|
11,095,816 |
|
|
|
|
|
|
|
|
Self-directed Brokerage Accounts |
|
|
|
|
|
|
Charles Schwab & Co., Inc. |
|
Personal Choice Retirement Accounts |
|
|
9,233,651 |
|
Limited Partnership |
|
Limited Partnership |
|
|
12,934 |
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
* |
ArcBest Corporation |
|
ArcBest Corporation Stock Fund |
|
|
8,396,509 |
|
Total Investments |
|
|
|
$ |
656,240,716 |
|
|
|
|
|
|
|
* |
Participant Loans |
|
Various loans with interest rates of 4.25% to 10.5% with maturity dates from 01/05/2024 to 09/04/2033 |
|
$ |
8,556,013 |
*Indicates party-in-interest to the Plan.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
ArcBest 401(k) and DC Retirement Plan |
|
|
Date: June 27, 2024 |
/s/ Jason T. Parks |
|
Jason T. Parks |
|
Vice President - Controller and Chief Accounting Officer (Principal Accounting Officer) |
|
ArcBest Corporation |
16
EXHIBIT INDEX
|
|
|
Exhibit Number. |
|
Seq. Description |
|
|
|
23.1 |
|
Consent of Forvis Mazars, LLP |
17