This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included or incorporated by reference in this Annual Report on Form 10-K, including, but not limited to, those in Item 1 (Business), Item 1A (Risk Factors), Item 3 (Legal Proceedings), and Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), are forward‑looking statements. Terms such as “anticipate,” “believe,” “could,” “designed,” “estimate,” “expect,” “forecast,” “foresee,” “intend,” “likely,” “may,” “plan,” “predict,” “project,” “scheduled,” “seek,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. These statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and involve certain risks and uncertainties (some of which are beyond our control). Although we believe that the expectations reflected in these forward‑looking statements are reasonable as and when made, we cannot provide assurance that our expectations will prove to be correct and caution the reader not to place undue reliance on our forward-looking statements. Actual outcomes and results could materially differ from what is expressed, implied, or forecasted in these statements due to a number of factors, including, but not limited to:
| ● | data breaches, cybersecurity incidents, and/or interruptions or failures of our information systems that we depend upon, including software programs and applications provided by third parties; |
| ● | untimely or ineffective development and implementation of, or failure to realize the potential benefits associated with, new or enhanced technology or processes; |
| ● | the loss or reduction of business from multiple large customers or an overall reduction in our customer base; |
| ● | the timing and performance of growth initiatives and the ability to manage our cost structure; |
| ● | the cost, integration, and performance of future acquisitions and the inability to realize the anticipated benefits of the acquisition; |
| ● | unsolicited takeover proposals, proxy contests, and other proposals or actions by activist investors; |
| ● | maintaining our corporate reputation and intellectual property rights; |
| ● | failure to achieve market acceptance or generate adequate returns through our Vaux™ technologies; |
| ● | establishing and maintaining adequate internal controls over financial reporting; |
| ● | disruptions in domestic or global manufacturing activity, supply chains, and related changes in spending, resulting in material reductions in freight volumes; |
| ● | competitive initiatives and pricing pressures; |
| ● | increased prices for and decreased availability of equipment, including new revenue equipment, and higher costs of equipment-related operating expenses such as maintenance, fuel, and related taxes; |
| ● | availability of fuel, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates, and the inability to collect fuel surcharges; |
| ● | relationships with employees, including unions, and our ability to attract, retain, and upskill employees; |
| ● | unfavorable terms of, or the inability to reach agreement on, future collective bargaining agreements or a workforce stoppage by our employees covered under ABF Freight’s collective bargaining agreement; |
| ● | union employee wages and benefits, including changes in required contributions to multiemployer plans; |
| ● | availability and cost of reliable third-party services; |
| ● | our ability to secure independent owner-operators and/or operational or regulatory issues related to our use of their services; |
| ● | litigation or claims asserted against us; |
| ● | the effects, costs and potential liabilities related to changes in and compliance with, or violation of, existing or future governmental laws and regulations, including, but not limited to, environmental laws and regulations, such as emissions-control regulations and fuel efficiency regulations; |
| ● | default on covenants of financing arrangements and the availability and terms of future financing arrangements; |
| ● | our ability to generate sufficient cash from operations to support significant ongoing capital expenditure requirements and other business initiatives; |
| ● | self-insurance claims, insurance premium costs, and loss of our ability to self-insure; |
| ● | potential impairment of long-lived assets and goodwill and intangible assets; |
| ● | external events which may adversely affect us or the third parties who provide services for us, for which our business continuity plans may not adequately prepare us, including, but not limited to, the occurrence of natural disasters, public health crises, geopolitical conflicts, acts of terrorism or war, cybersecurity incidents, or trade restrictions; |
| ● | general economic conditions and related shifts in market demand that impact the performance and needs of industries we serve and/or limit our customers’ access to adequate financial resources; |
| ● | seasonal fluctuations, adverse weather conditions, natural disasters, and climate change; and |
| ● | other financial, operational, and legal risks and uncertainties detailed from time to time in ArcBest Corporation’s public filings with the Securities and Exchange Commission (“SEC”). |
For additional information regarding known material factors that could cause our actual results to differ from those expressed in these forward-looking statements, please see Item 1A (Risk Factors). All forward-looking statements included or incorporated by reference in this Annual Report on Form 10-K and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
