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): July 24, 2006 (July 24, 2006)

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))

TABLE OF CONTENTS

Press Release

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 24, 2006, Arkansas Best Corporation issued a press release announcing its second quarter 2006 results. A copy of the press release is attached 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 July 24, 2006.

2

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: July 24, 2006	/s/      Judy R. McReynolds
	Judy R. McReynolds,
	Senior Vice President, Chief Financial Officer and Treasurer

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ARKANSAS BEST CORPORATION ANNOUNCES
SECOND QUARTER INCOME FROM CONTINUING OPERATIONS
OF $1.13 PER SHARE;
ABF^Ò’s OPERATING RATIO IS 90.1%

     (Fort Smith, Arkansas, July 24, 2006) — Arkansas Best Corporation (Nasdaq: ABFS) today announced second quarter 2006 net income of $32.3 million, or $1.26 per diluted common share. Income from continuing operations was $29.0 million, or $1.13 per diluted common share, compared to second quarter 2005 income from continuing operations of $22.6 million, or $0.88 per diluted common share. Arkansas Best’s second quarter 2006 revenue was $479.3 million, an increase of 12.0% over second quarter 2005 revenue of $427.9 million.

     As previously announced, in June 2006 Arkansas Best completed the sale of Clipper Exxpress, its former intermodal transportation subsidiary. Arkansas Best’s discontinued operations include an after-tax gain on the sale of Clipper of $0.12 per common share, which is subject to adjustments based on the final closing balance sheet as of June 14, 2006. In addition, discontinued operations include after-tax income of $0.01 per common share associated with Clipper’s second quarter operating results through the closing date.

ABF Freight System, Inc.^®

     ABF Freight System, Inc. had second quarter 2006 revenue of $466.9 million, a per-day increase of 11.8% over second quarter 2005 revenue of $417.5 million. Second quarter 2006 operating income at ABF was $46.4 million compared to $38.1 million during the second quarter of 2005. ABF’s second quarter 2006 operating ratio was 90.1% versus an operating ratio of 90.9% in the second quarter of 2005. “During a period of healthy revenue and tonnage growth, the employees of ABF enhanced customer satisfaction levels and cargo care, further improving the industry’s best loss and damage experience,” said Robert A. Davidson, Arkansas Best President and Chief Executive Officer. “Our balance of growth and disciplined yield management resulted in an improvement in ABF’s operating profit and the best second quarter operating ratio in over twenty-eight years.”

     ABF’s second quarter 2006 total weight per day increased by 6.4% compared to last year. “ABF experienced solid tonnage increases throughout the quarter as the year-over-year increase in total tonnage grew during each successive month of the second quarter,” said Mr. Davidson. “Second quarter tonnage comparisons were dampened slightly by the timing of the Easter holiday, just as they were helped in this year’s first quarter. When adjusted for the Easter effect, ABF’s second quarter total tonnage per day increased about 7%.”

     “Our year-over-year tonnage trends in July are running at or slightly behind those of the second quarter, although comparisons for this short period are complicated by calendar differences,” said Mr. Davidson.

     Total billed revenue per hundredweight was $25.22, an increase of 5.5% over last year’s second quarter figure of $23.91. Total billed revenue per hundredweight, excluding fuel surcharge, increased by 1.9%. “The industry pricing environment is competitive but firm, consistent with recent quarters. The retention of the April 3rd general rate increase is in line with our expectations, and price increases on contract renewals are acceptable,” said Mr. Davidson. During the second quarter of 2006, ABF continued to experience significant and positive freight profile changes that reduced the reported revenue per hundredweight. Compared to last year, ABF’s second quarter 2006 total weight per shipment increased by 4.7% while total length of haul declined by 1.6%. The combination of higher weight per shipment and shorter length of haul reduce the reported revenue per hundredweight without a corresponding reduction in effective pricing or shipment profitability.

     “Once again, ABF experienced higher growth rates in freight traveling 800 miles or less. In this year’s second quarter, this freight increased by 10.4% compared to last year. As in the past, most of these short-haul shipments are moving in existing network lanes,” said Mr. Davidson. “In April of this year, ABF announced new operating procedures in 52 additional customer service facilities. As a result, ABF’s more flexible regional capabilities are in place in nearly 25% of the locations in its network. In addition, these new regional operating procedures have improved reliability in longer haul lanes. ABF is beginning to market its new next-day and second-day services, branded as the Regional Performance Model or RPM, throughout the East Coast, from Maine to South Carolina. Despite the initial success ABF has experienced with these operational changes, resulting freight is not expected to have a meaningful impact on ABF’s operating results until late this year or early 2007.”

     “ABF’s second quarter productivity, as measured by total weight per labor hour, improved by 1.8% compared to last year’s second quarter. During the quarter, this productivity figure was at its highest level since the third quarter of last year. “Freight-handling productivity continues to be positively impacted by increases in ABF’s total weight per shipment,” said Mr. Davidson. “While freight-handling productivity has improved, ABF has continued to maintain one of the best cargo claims ratios in the LTL industry. During the second quarter, ABF’s cargo claim ratio, a measure of net cash payouts to revenue, was 0.67%. This compares to ABF’s cargo claims ratio of 0.78% for the combined years of 2004 and 2005. Also, as we expected, ABF’s year-to-date workers’ compensation expenses as a percent of revenue returned to historical levels.”

Common Stock Purchase

     During the second quarter of 2006, Arkansas Best purchased 200,000 shares of its common stock in the open market for an aggregate cost of $8.3 million. These common shares were added to the company’s treasury stock. Since January 2003, Arkansas Best has purchased 1,143,150 shares totaling $37.6 million. Under a program announced in July 2005, Arkansas Best currently has authorization to purchase up to an additional $37.4 million of its common stock. Arkansas Best plans to continue making open-market purchases of its stock on an opportunistic basis.

Conference Call

     Arkansas Best Corporation will host a conference call with company executives to discuss the 2006 second quarter results. The call will be today, Monday, July 24, at 11:00 a.m. EDT (10:00 a.m. CDT). Interested parties are invited to listen by calling (877) 275-1257. Following the call, a recorded playback will be available through Thursday, August 24. To listen to the playback, dial (800) 642-1687. The conference call ID for the playback is 2284429. The conference call and playback can also be accessed through Thursday, August 24, on Arkansas Best’s Internet Web site at www.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 www.arkbest.com and www.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 “estimate,” “forecast,” “expect,” “predict,” “plan,” “anticipate,” “believe,” “intend,” “should,” “would,” “scheduled,” 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, union relations; availability and cost of capital; shifts in market demand; weather conditions; the performance and needs of industries served by Arkansas Best’s subsidiaries; actual future costs of operating expenses such as fuel and related taxes; self-insurance claims; union and non-union employee wages and benefits; actual costs of continuing investments in technology; the timing and amount of capital expenditures; competitive initiatives and pricing pressures; general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best’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 INCOME

	Three Months Ended						Six Months Ended
	June 30						June 30
	2006			2005			2006			2005
				(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	479,254		$	427,929		$	904,216		$	821,743
OPERATING EXPENSES AND COSTS		432,799			390,460			849,910			766,827
OPERATING INCOME		46,455			37,469			54,306			54,916
OTHER INCOME (EXPENSE)
Short-term investment income		1,206			549			2,215			891
Interest expense and other related financing costs		(299	)		(1,089	)		(541	)		(1,478	)
Other, net		(1	)		145			950			104
		906			(395	)		2,624			(483	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		47,361			37,074			56,930			54,433
FEDERAL AND STATE INCOME TAXES
Current		19,120			19,148			25,842			32,019
Deferred		(721	)		(4,661	)		(3,700	)		(10,662	)
		18,399			14,487			22,142			21,357
INCOME FROM CONTINUING OPERATIONS		28,962			22,587			34,788			33,076
DISCONTINUED OPERATIONS, NET OF TAX
Income from operations		234			820			530			795
Gain from disposal		3,063			—			3,063			—
		3,297			820			3,593			795
NET INCOME	$	32,259		$	23,407		$	38,381		$	33,871
BASIC EARNINGS PER SHARE:
Income from continuing operations	$	1.15		$	0.90		$	1.38		$	1.31
Income from discontinued operations		0.13			0.03			0.14			0.03
NET INCOME	$	1.28		$	0.93		$	1.52		$	1.34
AVERAGE COMMON SHARES OUTSTANDING (BASIC)		25,224,486			25,296,462			25,232,438			25,364,969
DILUTED EARNINGS PER SHARE:
Income from continuing operations	$	1.13		$	0.88		$	1.36		$	1.28
Income from discontinued operations		0.13			0.03			0.14			0.03
NET INCOME	$	1.26		$	0.91		$	1.50		$	1.31
AVERAGE COMMON SHARES OUTSTANDING (DILUTED)		25,599,728			25,613,400			25,622,238			25,773,623
CASH DIVIDENDS PAID PER COMMON SHARE	$	0.15		$	0.12		$	0.30		$	0.24

Note: Certain prior year amounts have been reclassified to conform to the current year presentation.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2006		2005
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	14,576	$	5,767
Short-term investment securities		143,063		121,239
Accounts receivable, less allowances (2006 – $4,404; 2005 – $4,643)		155,161		149,551
Other accounts receivable, less allowances (2006 – $1,267; 2005 – $1,536)		8,835		8,568
Prepaid expenses		11,403		13,830
Deferred income taxes		38,508		34,859
Prepaid income taxes		1,680		3,346
Other		6,404		7,821
Assets of discontinued operations		—		23,901
TOTAL CURRENT ASSETS		379,630		368,882
PROPERTY, PLANT AND EQUIPMENT
Land and structures		229,090		228,329
Revenue equipment		458,061		413,609
Service, office and other equipment		123,143		121,488
Leasehold improvements		17,030		15,686
		827,324		779,112
Less allowances for depreciation and amortization		410,905		397,036
		416,419		382,076
PREPAID PENSION COSTS		20,074		25,855
OTHER ASSETS		62,264		80,331
GOODWILL, less accumulated amortization (2006 and 2005 – $32,037)		63,936		63,916
	$	942,323	$	921,060

Note: The balance sheet at December 31, 2005 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. Certain prior year amounts have been reclassified to conform to the current year presentation.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS — continued

	June 30			December 31
	2006			2005
	(Unaudited)			Note
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	22,739		$	18,851
Accounts payable		68,356			54,137
Income taxes payable		10,291			12,239
Accrued expenses		164,899			173,293
Current portion of long-term debt		277			317
Liabilities of discontinued operations		—			10,193
TOTAL CURRENT LIABILITIES		266,562			269,030
LONG-TERM DEBT, less current portion		1,184			1,433
OTHER LIABILITIES		47,775			59,265
DEFERRED INCOME TAXES		40,324			37,251
FUTURE MINIMUM RENTAL COMMITMENTS, NET (2006 – $39,888; 2005 – $43,654)		—			—
OTHER COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, authorized 70,000,000 shares; issued 2006: 26,365,480 shares; 2005: 26,281,801 shares		264			263
Additional paid-in capital		247,223			242,953
Retained earnings		377,786			347,051
Treasury stock, at cost, 2006: 1,202,932 shares; 2005: 902,932 shares		(38,513	)		(25,955	)
Unearned compensation – restricted stock		—			(5,103	)
Accumulated other comprehensive loss		(282	)		(5,128	)
TOTAL STOCKHOLDERS’ EQUITY		586,478			554,081
	$	942,323		$	921,060

Note: The balance sheet at December 31, 2005 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. Certain prior year amounts have been reclassified to conform to the current year presentation.

ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2006			2005
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net income	$	38,381		$	33,871
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		32,805			29,318
Other amortization		106			139
Settlement accounting expense		9,083			—
Share-based compensation expense		2,079			230
Provision for losses on accounts receivable		54			1,067
Deferred income tax benefit		(3,700	)		(10,054	)
Fair value of interest rate swap		—			(873	)
Gain on disposal of discontinued operations, net of taxes		(3,063	)		—
Gain on sales of assets and other		(1,415	)		(661	)
Excess tax benefits from share-based compensation		(1,086	)		—
Changes in operating assets and liabilities:
Receivables		(9,432	)		(5,691	)
Prepaid expenses		2,390			4,373
Other assets		21,250			(2,928	)
Accounts payable, taxes payable, accrued expenses and other liabilities		(13,004	)		14,492
NET CASH PROVIDED BY OPERATING ACTIVITIES		74,448			63,283
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(60,214	)		(35,600	)
Proceeds from asset sales		7,956			5,026
Proceeds from disposal of discontinued operations		21,450			—
Purchases of short-term investment securities		(216,829	)		(145,924	)
Proceeds from sales of short-term investment securities		195,005			112,855
Capitalization of internally developed software and other		(2,119	)		(2,196	)
NET CASH USED BY INVESTING ACTIVITIES		(54,751	)		(65,839	)
FINANCING ACTIVITIES
Payments on long-term debt		(289	)		(267	)
Net change in bank overdraft		3,266			(2,061	)
Payment of common stock dividends		(7,646	)		(6,102	)
Purchases of treasury stock		(12,558	)		(5,548	)
Excess tax benefits from share-based compensation		1,086			—
Proceeds from the exercise of stock options and other		5,253			1,808
NET CASH USED BY FINANCING ACTIVITIES		(10,888	)		(12,170	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,809			(14,726	)
Cash and cash equivalents at beginning of period		5,767			32,359
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,576		$	17,633

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

	Three Months Ended										Six Months Ended
	June 30										June 30
	2006					2005					2006					2005
	(Unaudited)
	($ thousands)
OPERATING REVENUES
ABF Freight System, Inc.(1)	$	466,884				$	417,539				$	880,534				$	801,608
Other revenues and eliminations		12,370					10,390					23,682					20,135
Total consolidated operating revenues	$	479,254				$	427,929				$	904,216				$	821,743
OPERATING EXPENSES AND COSTS
ABF Freight System, Inc.(1)
Salaries, wages and benefits	$	267,626		57.3	%	$	250,435		60.0	%	$	525,377		59.7	%	$	495,056		61.8	%
Supplies and expenses		74,425		15.9			61,306		14.7			141,999		16.1			117,693		14.7
Operating taxes and licenses		11,848		2.6			10,873		2.6			23,213		2.6			21,435		2.7
Insurance		7,605		1.6			6,411		1.5			14,074		1.6			12,869		1.6
Communications and utilities		3,737		0.8			3,372		0.8			7,864		0.9			7,152		0.9
Depreciation and amortization		15,282		3.3			13,050		3.1			30,033		3.4			25,825		3.2
Rents and purchased transportation		39,824		8.5			33,396		8.0			74,214		8.4			64,881		8.1
Other		685		0.2			1,133		0.3			1,323		0.2			2,055		0.2
Settlement accounting expense		645		0.1			—		—			9,083		1.1			—		—
Gain on sale of property and equipment		(1,231	)	(0.2	)		(546	)	(0.1	)		(1,487	)	(0.2	)		(661	)	(0.1	)
		420,446		90.1	%		379,430		90.9	%		825,693		93.8	%		746,305		93.1	%
Other expenses and eliminations		12,353					11,030					24,217					20,522
Total consolidated operating expenses and costs	$	432,799				$	390,460				$	849,910				$	766,827
OPERATING INCOME (LOSS)
ABF Freight System, Inc.(1)	$	46,438				$	38,109				$	54,841				$	55,303
Other income and eliminations		17					(640	)				(535	)				(387	)
Total consolidated operating income	$	46,455				$	37,469				$	54,306				$	54,916

	Rolling Twelve Months
	Ended
	June 30, 2006
FINANCIAL STATISTICS
After-Tax Return on Capital Employed (2)		19.4	%

(1)	Includes U.S., Canadian, and Puerto Rican operations of ABF affiliates.
(2)	(Net income from continuing operations + interest after tax) / (average total debt + average equity)

Note: Certain prior year amounts have been reclassified to conform to the current year presentation.

ABF FREIGHT SYSTEM, INC.
OPERATING STATISTICS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006

	Three Months Ended June 30							Six Months Ended June 30
	2006		2005		% Change			2006		2005		% Change
Billed Revenue* / CWT	$	25.22	$	23.91		5.5	%	$	24.54	$	23.41		4.8	%
Billed Revenue* / CWT (without fuel surcharge)	$	21.97	$	21.55		1.9	%	$	21.55	$	21.22		1.6	%
Billed Revenue* / Shipment	$	326.99	$	296.14		10.4	%	$	313.80	$	287.68		9.1	%
Tonnage (tons)		936,942		880,439		6.4	%		1,816,297		1,723,086		5.4	%
Shipments		1,445,288		1,421,446		1.7	%		2,841,367		2,804,590		1.3	%
Workdays		64		64					128		128

*	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