8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2009 (October 21, 2009)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation or organization	(Commission File Number)	(IRS Employer Identification No.)

3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(479) 785-6000

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 21, 2009, Arkansas Best Corporation issued a press release announcing its third quarter results. A copy of the press release is furnished as an exhibit to this Report on Form 8-K.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release of Arkansas Best Corporation dated October 21, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARKANSAS BEST CORPORATION (Registrant)
Date: October 21, 2009	/s/ Judy R. McReynolds
	Judy R. McReynolds,
	Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

ARKANSAS BEST CORPORATION
ANNOUNCES THIRD QUARTER 2009 RESULTS

          (Fort Smith, Arkansas, October 21, 2009) — Arkansas Best Corporation (Nasdaq: ABFS) today announced a third quarter 2009 net loss of $5.6 million, or $0.23 per diluted share, compared to net income of $15.4 million, or $0.60 per diluted share, in the third quarter of 2008.

          “Our third quarter results reflect the on-going impact of lower freight levels and competitive industry pricing that deteriorated further compared to the first half of the year,” said Robert A. Davidson, Arkansas Best President and Chief Executive Officer. “We are now entering the fourth year of a severe freight decline that is unprecedented in our company’s history. It is unclear when business levels will benefit from a significant improvement in our nation’s economy. In the meantime, our company’s emphasis will remain on providing a high level of value-added service to our customers while managing our business, for the long-term, through diligent cost control and disciplined pricing.”

Arkansas Best Corporation

Third Quarter 2009

• Revenue of $399.0 million, a per day decrease of 19.5% from prior year quarter of $495.8 million

• Net loss of $0.23 per diluted share compared to net income of $0.60 per diluted share in the prior year period

ABF Freight System, Inc.^®

Third Quarter 2009

• Revenue of $369.8 million compared to $476.3 million in third quarter of 2008, a per-day decrease of 22.4%

• Tonnage per day decrease of 10.1% versus third quarter of 2008

• Total billed revenue per hundredweight of $23.98 compared to $27.75, a decrease of 13.6%, that is mainly attributable to the steep decline in fuel surcharge compared to the third quarter of 2008

• Operating loss of $14.0 million compared to operating income of $25.2 million in third quarter of 2008

• Operating ratio of 103.8% compared to 94.7% in third quarter of 2008

          “The smaller decline in ABF’s third quarter tonnage implies an improving freight environment compared to the first half of the year. However, this year-over-year trend is primarily related to comparisons back to last year’s third quarter when business levels fell sharply. Nevertheless, this quarter’s tonnage also benefitted from modest market share gains from our LTL competitors,” said Mr. Davidson. “On a sequential basis, ABF’s third quarter tonnage trends were slightly better than normal, seasonal expectations. Though that trend has weakened somewhat since the last full week of September, we continue to add freight previously handled by other carriers. Regardless of business levels, we continue to manage the costs of the ABF network each day in line with the amount of available freight, while striving to maintain the high level of customized service that is important to ABF’s customers.”

          “Industry LTL pricing further weakened during the third quarter. Declining yields, worsened by the recessionary economy, have made it more difficult to cover normal cost increases,” said Mr. Davidson. “Despite a more price-sensitive environment, ABF has maintained its traditional emphasis on offering each customer a fair, competitive rate. ABF’s history of pricing discipline has contributed to our current financial strength, and Arkansas Best’s financial stability allows us to maintain high service levels and manage the company for the long-term benefit of our shareholders, employees and customers.”

Conference Call

          Arkansas Best Corporation will host a conference call with company executives to discuss the 2009 third quarter results. The call will be today, Wednesday, October 21, at 11:00 a.m. ET (10:00 a.m. CT). Interested parties are invited to listen by calling (877) 275-1257 or (706) 634-6529 (for international callers). Following the call, a recorded playback will be available through the end of the day on Saturday, November 14, 2009. To listen to the playback, dial (800) 642-1687 or (706) 645-9291 (for international callers). The conference call ID for the playback is 33767405. The conference call and playback can also be accessed, through Saturday, November 14, on Arkansas Best’s website at arkbest.com.

Company Description

          Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a transportation holding company. ABF Freight System, Inc., Arkansas Best’s largest subsidiary, has been in continuous service since 1923. ABF provides transportation of less-than-truckload (“LTL”) general commodities throughout North America. More information is available at arkbest.com and abf.com.

Forward-Looking Statements

          The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this press release that are not based on historical facts are “forward-looking statements.” Terms such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “predict,” “prospects,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. Such statements are by their nature subject to uncertainties and risk, including, but not limited to, current adverse economic conditions; the impact of any limitations on our customers’ access to adequate financial resources; availability and cost of capital; shifts in market demand; weather conditions; the performance and needs of industries served by Arkansas Best Corporation’s subsidiaries; future costs of operating expenses such as fuel and related taxes; self-insurance claims and insurance premium costs; relationships with employees, including unions; union and non-union employee wages and benefits, including changes in required contributions to multiemployer pension plans; governmental regulations and policies; costs of continuing investments in technology; the timing and amount of capital expenditures; the cost, integration and performance of any future acquisitions; competitive initiatives, pricing pressures and the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates; and other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best Corporation’s Securities and Exchange Commission (“SEC”) public filings.

          The following tables show financial data and operating statistics on Arkansas Best Corporation and its subsidiary companies.

ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2009			2008			2009			2008
	(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	398,957		$	495,815		$	1,101,269		$	1,441,840
OPERATING EXPENSES AND COSTS		411,194			470,323			1,169,405			1,377,514
OPERATING INCOME (LOSS)		(12,237	)		25,492			(68,136	)		64,326
OTHER INCOME (EXPENSE)
Interest and dividend income		666			1,492			2,399			4,759
Interest expense and other related financing costs		(357	)		(206	)		(1,041	)		(881	)
Other, net		2,035			(681	)		2,345			(1,174	)
		2,344			605			3,703			2,704
INCOME (LOSS) BEFORE INCOME TAXES		(9,893	)		26,097			(64,433	)		67,030
FEDERAL AND STATE INCOME TAXES
Current (benefit) provision		(3,302	)		8,469			(25,515	)		28,709
Deferred (benefit) provision		(1,263	)		2,186			(69	)		(1,821	)
		(4,565	)		10,655			(25,584	)		26,888
NET INCOME (LOSS)		(5,328	)		15,442			(38,849	)		40,142
LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY		245			—			324			—
NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION	$	(5,573	)	$	15,442		$	(39,173	)	$	40,142
EARNINGS (LOSS) PER SHARE(1)
Basic	$	(0.23	)	$	0.60		$	(1.58	)	$	1.57
Diluted		(0.23	)		0.60			(1.58	)		1.56
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,047,975			25,013,314			25,047,270			24,956,205
Diluted		25,047,975			25,174,345			25,047,270			25,109,963
CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE	$	0.15		$	0.15		$	0.45		$	0.45

(1) Effective January 1, 2009, the Company adopted new accounting guidance that requires an allocation of dividends paid and a portion of undistributed net income to unvested restricted stock. As a result, earnings per share for periods prior to 2009 have been retrospectively adjusted to be consistent with the 2009 presentation.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS

	September 30		December 31
	2009		2008
	(Unaudited)		Note
	($ thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	58,887	$	100,880
Short-term investment securities		131,365		117,855
Accounts receivable, less allowances (2009 — $3,910; 2008 — $3,513)		124,773		111,452
Other accounts receivable, less allowances (2009 — $1,033; 2008 — $1,001)		7,426		6,611
Prepaid expenses		8,512		10,670
Deferred income taxes		35,799		36,079
Prepaid and refundable income taxes		16,408		17,661
Other		6,688		6,982
TOTAL CURRENT ASSETS		389,858		408,190
PROPERTY, PLANT AND EQUIPMENT
Land and structures		239,799		235,861
Revenue equipment		512,114		514,503
Service, office and other equipment		155,934		150,524
Leasehold improvements		21,647		21,697
		929,494		922,585
Less allowances for depreciation and amortization		497,434		473,010
		432,060		449,575
OTHER ASSETS		53,185		50,636
GOODWILL		66,655		63,897
	$	941,758	$	972,298

Note: The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS — continued

	September 30			December 31
	2009			2008
	(Unaudited)			Note
	($ thousands)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	13,969		$	15,189
Accounts payable		60,666			51,646
Income taxes payable		340			758
Accrued expenses		152,619			147,540
Current portion of long-term debt		138			159
TOTAL CURRENT LIABILITIES		227,732			215,292
LONG-TERM DEBT, less current portion		1,618			1,457
PENSION AND POSTRETIREMENT LIABILITIES		81,432			89,472
OTHER LIABILITIES		19,822			17,314
DEFERRED INCOME TAXES		26,847			24,017
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, authorized 70,000,000 shares; issued 2009: 26,726,216 shares; 2008: 26,702,222 shares		267			267
Additional paid-in capital		273,097			268,396
Retained earnings		420,555			471,360
Treasury stock, at cost, 1,677,932 shares		(57,770	)		(57,770	)
Accumulated other comprehensive loss		(51,842	)		(57,507	)
TOTAL STOCKHOLDERS’ EQUITY		584,307			624,746
	$	941,758		$	972,298

Note: The balance sheet at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30
	2009			2008
	(Unaudited)
	($thousands)
OPERATING ACTIVITIES
Net income (loss)	$	(38,849	)	$	40,142
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		56,348			57,469
Other amortization		220			220
Pension settlement expense		158			1,540
Share-based compensation expense		4,777			4,523
Provision for losses on accounts receivable		2,432			1,210
Deferred income tax benefit		(69	)		(1,821	)
Gain on sales of assets		(1,214	)		(2,994	)
Excess tax benefits from share-based compensation		—			(657	)
Changes in operating assets and liabilities:
Receivables		(13,587	)		(6,842	)
Prepaid expenses		2,321			2,287
Other assets		316			5,914
Accounts payable, taxes payable, accrued expenses and other liabilities (1)		11,011			2,764
NET CASH PROVIDED BY OPERATING ACTIVITIES		23,864			103,755
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases (1)		(32,914	)		(45,425	)
Proceeds from asset sales		3,714			14,984
Purchases of short-term investment securities		(110,198	)		(80,386	)
Proceeds from sales of short-term investment securities		96,689			85,004
Business acquisition, net of cash acquired		(4,873	)		—
Capitalization of internally developed software and other		(3,962	)		(4,040	)
NET CASH USED BY INVESTING ACTIVITIES		(51,544	)		(29,863	)
FINANCING ACTIVITIES
Payments on long-term debt		(1,401	)		(175	)
Net change in bank overdraft		(1,220	)		(2,135	)
Deferred financing costs		(300	)		—
Payment of common stock dividends		(11,632	)		(11,497	)
Excess tax benefits from share-based compensation		—			657
Proceeds from the exercise of stock options and other		240			2,906
NET CASH USED BY FINANCING ACTIVITIES		(14,313	)		(10,244	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(41,993	)		63,648
Cash and cash equivalents at beginning of period		100,880			93,805
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	58,887		$	157,453

(1) Does not include $1.0 million and $3.1 million of equipment which was received but not yet paid for at September 30, 2009 and 2008, respectively.

ARKANSAS BEST CORPORATION
FINANCIAL STATEMENT OPERATING SEGMENT DATA,
OPERATING RATIOS AND FINANCIAL STATISTICS

	Three Months Ended										Nine Months Ended
	September 30										September 30
	2009					2008					2009					2008
	(Unaudited)
	($ thousands)
OPERATING REVENUES
ABF Freight System, Inc.(1)	$	369,763				$	476,323				$	1,036,681				$	1,383,592
Other revenues and eliminations		29,194					19,492					64,588					58,248
Total consolidated operating revenues	$	398,957				$	495,815				$	1,101,269				$	1,441,840
OPERATING EXPENSES AND COSTS
ABF Freight System, Inc.(1)
Salaries, wages and benefits	$	248,093		67.1	%	$	271,138		56.9	%	$	726,817		70.1	%	$	802,652		58.0	%
Fuel, supplies and expenses		58,758		15.9			94,023		19.7			162,019		15.6			272,911		19.7
Operating taxes and licenses		10,590		2.9			11,880		2.5			31,657		3.1			35,779		2.6
Insurance		6,129		1.7			5,652		1.2			16,049		1.5			15,899		1.1
Communications and utilities		3,455		0.9			3,689		0.8			10,989		1.1			11,381		0.8
Depreciation and amortization		17,638		4.8			18,302		3.8			54,109		5.2			55,319		4.0
Rents and purchased transportation		37,576		10.2			45,759		9.6			97,819		9.4			124,227		9.0
Gain on sale of property and equipment		(254	)	(0.1	)		(671	)	(0.1	)		(1,215	)	(0.1	)		(2,997	)	(0.2	)
Other		1,768		0.4			1,375		0.3			6,092		0.6			4,835		0.4
		383,753		103.8	%		451,147		94.7	%		1,104,336		106.5	%		1,320,006		95.4	%
Other expenses and eliminations		27,441					19,176					65,069					57,508
Total consolidated operating expenses and costs	$	411,194				$	470,323				$	1,169,405				$	1,377,514
OPERATING INCOME (LOSS)
ABF Freight System, Inc.(1)	$	(13,990	)			$	25,176				$	(67,655	)			$	63,586
Other income (loss) and eliminations		1,753					316					(481	)				740
Total consolidated operating income (loss)	$	(12,237	)			$	25,492				$	(68,136	)			$	64,326

(1) Includes U.S., Canadian, and Puerto Rican operations of ABF affiliates.

ABF FREIGHT SYSTEM, INC.
OPERATING STATISTICS

	Three Months Ended September 30							Nine Months Ended September 30
	2009		2008		% Change			2009		2008		% Change
Workdays		64.0		64.0					190.0		191.5
Billed Revenue (1) / CWT	$	23.98	$	27.75		(13.6	)%	$	23.88	$	27.17		(12.1	)%
Billed Revenue (1) / Shipment	$	322.00	$	368.49		(12.6	)%	$	312.32	$	356.99		(12.5	)%
Shipments		1,144,026		1,286,414		(11.1	)%		3,322,499		3,886,612		(14.5	)%
Tonnage (tons)		768,022		854,037		(10.1	)%		2,172,555		2,553,033		(14.9	)%
Tons/Day		12,000		13,344		(10.1	)%		11,434		13,332		(14.2	)%

(1) Billed Revenue does not include revenue deferral required for financial statement purposes under the company’s revenue recognition policy.

Includes U.S., Canadian and Puerto Rican operations of ABF affiliates.

Contact:	Ms. Judy R. McReynolds, Senior Vice President, Chief Financial Officer and Treasurer Telephone: (479) 785-6281
	Mr. David Humphrey, Director of Investor Relations Telephone: (479) 785-6200

END OF RELEASE