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 22, 2008 (October 22, 2008)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization	File Number)	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 22, 2008, Arkansas Best Corporation issued a press release announcing its third quarter 2008 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 22, 2008.

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 22, 2008	/s/ Judy R. McReynolds
	Judy R. McReynolds,
	Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ARKANSAS BEST CORPORATION
ANNOUNCES THIRD QUARTER 2008 RESULTS

     (Fort Smith, Arkansas, October 22, 2008) – Arkansas Best Corporation (Nasdaq: ABFS) today announced third quarter 2008 net income of $15.4 million, or $0.61 per diluted common share, compared to third quarter 2007 net income of $18.9 million, or $0.75 per diluted common share. Arkansas Best’s third quarter 2008 revenue was $495.8 million, compared to third quarter 2007 revenue of $486.0 million. “During a volatile and uncertain period in domestic and worldwide financial markets, Arkansas Best Corporation remains a stable, progressive company in a strong financial position,” said Robert A. Davidson, Arkansas Best President and Chief Executive Officer.

ABF Freight System, Inc.^®

     ABF Freight System, Inc.^Ò, the company’s largest subsidiary, had third quarter 2008 revenue of $476.3 million, essentially the same, on a per-day basis, as revenue in the third quarter of 2007. Third quarter 2008 operating income at ABF was $25.2 million compared to $28.5 million during the third quarter of 2007. ABF’s third quarter 2008 operating ratio was 94.7% versus an operating ratio of 93.9% in the third quarter of 2007. “The increase in ABF’s third quarter operating ratio reflected the effects of a deteriorating freight environment,” said Mr. Davidson. “However, ABF’s traditional focus on controlling costs and providing increased value to its customers helped reduce the margin erosion that would be expected during a period of economic decline,” said Mr. Davidson.

     “Compared to unusually high costs in the third quarter of last year, workers’ compensation claims experience had a favorable impact of 120 basis points on ABF’s third quarter 2008 operating ratio,” said Mr. Davidson. “On a year-to-date basis, workers’ compensation costs continue to be well below ABF’s ten-year historical average and had a favorable impact of 60 basis points on the operating ratio so far this year.”

     ABF’s third quarter 2008 total weight per day decreased by 5.1% versus last year. “In the first half of the year, ABF’s freight tonnage seemed to stabilize compared to 2007. However, during this year’s third quarter, tonnage levels decelerated for each month of the quarter as the freight environment weakened further,” said Mr. Davidson.

     Near the end of the third quarter, ABF announced additional service improvements in its Regional Performance Model (RPM^®) that further reduced transit times in over 24,000 lanes.  Since the inception of its regional initiative, ABF has improved service in over 33,000 station-to-station lanes representing more than 40% of its North American network.  These service enhancements allow ABF to provide comprehensive and reliable service within the next-day and second-day LTL market.  “This dramatic expansion of our regional service, coupled with ABF’s best-in-class long-haul capabilities, allows one carrier to provide full North American coverage with the cargo care, web visibility, competitive costs, reliable transit times and personal attention that customers require to support their own businesses,” said Mr. Davidson.   

     Total billed revenue per hundredweight was $27.75, an increase of 5.8% over last year’s third quarter figure of $26.22. “Though fuel-related costs and the associated fuel surcharge steadily declined throughout the quarter, fuel surcharge levels were still higher than those in the same period last year,” said Mr. Davidson. “As we’ve seen in recent quarters, revenue per hundredweight comparisons were affected by changes in ABF’s freight mix and shipment profile. For instance, during the third quarter, length of haul decreased by 3.1% due to handling a higher percentage of regional shipments. ABF’s total average weight per shipment increased as well. Both of these factors reduce the year-over-year revenue per hundredweight comparison.” ABF’s average increase on contract and deferred pricing agreements finalized during the third quarter was 2.4%.

     In a number of ways, Arkansas Best and ABF represent stability in today’s challenging economic environment:

• Arkansas Best has virtually no debt and its prudent investment practices have resulted in a cash and short-term investments balance of over $231 million.

• Arkansas Best has experienced no losses in the investment of its cash balances which currently reside in U.S. treasury funds, other government securities funds and FDIC-insured certificates of deposit.

• ABF’s entire officer group averages twenty-six years of experience with the company. The knowledge and understanding gained from this record of longevity provide for stable and consistent leadership, especially during challenging and difficult times.

• ABF also enjoys longevity throughout its managerial, professional and employee ranks and believes that its superior group of associates offers a competitive advantage, especially during turbulent times.

• ABF has labor certainty and stability through its five-year labor contract that began on April 1, 2008. The terms of this agreement include a blended wage and fringe benefit annual cost increase of 3.8%. Under the provisions of this contract, any surcharges required by the 2006 Pension Protection Act will be included in the contractual contribution rate and should not increase ABF’s overall contribution obligation.

• ABF has won the American Trucking Associations’ (ATA) Excellence in Claims/Loss Prevention Award an unprecedented four times. Recently, ABF’s third quarter and year-to-date 2008 cargo claim ratios, measures of net cash payouts to revenue, were both 0.63%. This represents an improvement over the previous year and an improvement when compared to the full-year 2007 cargo claim ratio, which was the lowest ABF had experienced in over twenty-five years.

• ABF has won the prestigious ATA President’s Trophy for Safety an unprecedented five times. Recently, ABF’s third quarter 2008 Department of Transportation (“DOT”) recordable accidents per million road and city miles decreased by 9% versus the same period last year.

     “The current freight environment has now lasted for over two years. In addition, the rapid changes that have recently occurred in the credit markets appear to be the most dramatic our country has experienced in over seventy years. During a period of economic decline and financial upheaval, shippers and investors seek companies with financial strength, prudent management, operational stability and a sharp focus on increasing value in the marketplace,” said Mr. Davidson. “In the past, I’ve spoken about a ‘flight to quality.’ During times like these, that idea has never been more true.”

Conference Call

     Arkansas Best Corporation will host a conference call with company executives to discuss the 2008 third quarter results. The call will be today, Wednesday, October 22, at 12:00 Noon ET (11:00 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 Friday, November 14, 2008. To listen to the playback, dial (800) 642-1687 or (706) 645-9291 (for international callers). The conference call ID for the playback is 67261601. The conference call and playback can also be accessed, through Friday, November 14, on Arkansas Best’s Web site 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, 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 nonunion 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						Nine Months Ended
	September 30						September 30
	2008			2007			2008			2007
	(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	495,815		$	486,039		$	1,441,840		$	1,377,555
OPERATING EXPENSES AND COSTS		470,323			457,853			1,377,514			1,312,275
OPERATING INCOME		25,492			28,186			64,326			65,280
OTHER INCOME (EXPENSE)
Interest and dividend income		1,492			1,477			4,759			4,023
Interest expense and other related financing costs		(206	)		(290	)		(881	)		(885	)
Other, net		(681	)		601			(1,174	)		1,575
		605			1,788			2,704			4,713
INCOME BEFORE INCOME TAXES		26,097			29,974			67,030			69,993
FEDERAL AND STATE INCOME TAXES
Current		8,469			12,318			28,709			26,491
Deferred		2,186			(1,260	)		(1,821	)		166
		10,655			11,058			26,888			26,657
NET INCOME	$	15,442		$	18,916		$	40,142		$	43,336
EARNINGS PER SHARE
Basic	$	0.62		$	0.76		$	1.61		$	1.75
Diluted		0.61			0.75			1.59			1.72
AVERAGE COMMON SHARES OUTSTANDING
Basic		25,013,314			24,820,079			24,956,205			24,806,290
Diluted		25,382,786			25,137,398			25,275,024			25,137,140
CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE	$	0.15		$	0.15		$	0.45		$	0.45

Note: Revenues for the three and nine months ended September 30, 2007 include reclassifications of $6.2 million and $16.9 million, respectively, associated with certain shipments involving third-party interline carriers and certain brokerage transactions where ABF retains the primary obligation to provide services to the customer. This revenue is now recorded on a gross basis, with expenses paid to the third-party carrier recorded in the “purchased transportation” category. Previously, this revenue was reported on a net basis whereby the expense of the third-party carrier was netted against revenue. The change had no impact on ABF’s operating income and a minimal impact on ABF’s operating ratio.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS

	September 30		December 31
	2008		2007
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	157,453	$	93,805
Short-term investment securities		73,986		79,373
Accounts receivable, less allowances (2008 – $4,087; 2007 – $3,942)		148,414		141,565
Other accounts receivable, less allowances (2008 – $1,020; 2007 – $774)		7,651		8,963
Prepaid expenses		8,956		11,243
Deferred income taxes		36,602		36,585
Prepaid income taxes		1,952		3,699
Other		8,178		7,184
TOTAL CURRENT ASSETS		443,192		382,417
PROPERTY, PLANT AND EQUIPMENT
Land and structures		234,207		231,169
Revenue equipment		523,880		509,627
Service, office and other equipment		149,483		142,635
Leasehold improvements		21,163		19,794
		928,733		903,225
Less allowances for depreciation and amortization		469,790		437,087
		458,943		466,138
OTHER ASSETS		54,337		70,803
GOODWILL		63,960		63,991
	$	1,020,432	$	983,349

Note: The balance sheet at December 31, 2007 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
	2008			2007
	(Unaudited)			Note
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	13,113		$	15,248
Accounts payable		66,596			60,341
Income taxes payable		3,540			2,414
Accrued expenses		161,876			166,631
Current portion of long-term debt		238			171
TOTAL CURRENT LIABILITIES		245,363			244,805
LONG-TERM DEBT, less current portion		1,498			1,400
PENSION AND POSTRETIREMENT LIABILITIES		48,476			48,859
OTHER LIABILITIES		19,428			25,093
DEFERRED INCOME TAXES		32,186			30,806
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, authorized 70,000,000 shares; issued 2008: 26,696,446 shares; 2007: 26,549,038 shares		267			265
Additional paid-in capital		266,892			258,878
Retained earnings		486,181			457,536
Treasury stock, at cost, 1,677,932 shares		(57,770	)		(57,770	)
Accumulated other comprehensive loss		(22,089	)		(26,523	)
TOTAL STOCKHOLDERS’ EQUITY		673,481			632,386
	$	1,020,432		$	983,349

Note: The balance sheet at December 31, 2007 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
	2008			2007
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net income	$	40,142		$	43,336
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		57,469			57,769
Other amortization		220			188
Pension settlement expense		1,540			1,336
Share-based compensation expense		4,523			3,526
Provision for losses on accounts receivable		1,210			1,064
Deferred income tax (benefit) provision		(1,821	)		166
Gain on sales of assets		(2,994	)		(2,745	)
Excess tax benefits from share-based compensation		(657	)		(683	)
Changes in operating assets and liabilities:
Receivables		(6,842	)		(18,984	)
Prepaid expenses		2,287			2,727
Other assets		5,914			(1,420	)
Accounts payable, taxes payable, accrued expenses and other liabilities (1)		2,764			6,691
NET CASH PROVIDED BY OPERATING ACTIVITIES		103,755			92,971
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases (1)		(45,425	)		(76,327	)
Proceeds from asset sales		14,984			7,404
Purchases of short-term investment securities		(80,386	)		(230,695	)
Proceeds from sales of short-term investment securities		85,004			224,650
Capitalization of internally developed software and other		(4,040	)		(3,382	)
NET CASH USED BY INVESTING ACTIVITIES		(29,863	)		(78,350	)
FINANCING ACTIVITIES
Payments on long-term debt		(175	)		(1,273	)
Net change in bank overdraft		(2,135	)		1,446
Payment of common stock dividends		(11,497	)		(11,360	)
Purchases of treasury stock		—			(4,945	)
Excess tax benefits from share-based compensation		657			683
Deferred financing costs		—			(800	)
Proceeds from the exercise of stock options and other		2,906			2,685
NET CASH USED BY FINANCING ACTIVITIES		(10,244	)		(13,564	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		63,648			1,057
Cash and cash equivalents at beginning of period		93,805			5,009
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	157,453		$	6,066

(1) Does not include $3.1 million and $3.7 million of equipment which was received but not yet paid for at September 30, 2008 and 2007, respectively.

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

	Three Months Ended										Nine Months Ended
	September 30										September 30
	2008					2007					2008					2007
	(Unaudited)
	($thousands)
OPERATING REVENUES
ABF Freight System, Inc.(1, 2)	$	476,323				$	468,416				$	1,383,592				$	1,329,424
Other revenues and eliminations		19,492					17,623					58,248					48,131
Total consolidated operating revenues	$	495,815				$	486,039				$	1,441,840				$	1,377,555
OPERATING EXPENSES AND COSTS
ABF Freight System, Inc.(1)
Salaries, wages and benefits	$	271,138		56.9	%	$	277,539		59.3	%	$	802,652		58.0	%	$	809,203		60.9	%
Supplies and expenses		94,023		19.7			75,444		16.1			272,911		19.7			215,955		16.2
Operating taxes and licenses		11,880		2.5			12,328		2.6			35,779		2.6			36,048		2.7
Insurance		5,652		1.2			6,746		1.4			15,899		1.1			16,412		1.2
Communications and utilities		3,689		0.8			3,936		0.8			11,381		0.8			11,574		0.9
Depreciation and amortization		18,302		3.8			18,744		4.0			55,319		4.0			55,430		4.2
Rents and purchased transportation(2)		45,759		9.6			44,045		9.4			124,227		9.0			118,567		8.9
Gain on sale of property and equipment		(671	)	(0.1	)		(941	)	(0.2	)		(2,997	)	(0.2	)		(2,741	)	(0.2	)
Other		1,375		0.3			2,118		0.5			4,835		0.4			4,232		0.3
		451,147		94.7	%		439,959		93.9	%		1,320,006		95.4	%		1,264,680		95.1	%
Other expenses and eliminations		19,176					17,894					57,508					47,595
Total consolidated operating expenses and costs	$	470,323				$	457,853				$	1,377,514				$	1,312,275
OPERATING INCOME (LOSS)
ABF Freight System, Inc.(1)	$	25,176				$	28,457				$	63,586				$	64,744
Other income and eliminations		316					(271	)				740					536
Total consolidated operating income	$	25,492				$	28,186				$	64,326				$	65,280

(1)	Includes U.S., Canadian, and Puerto Rican operations of ABF affiliates.
(2)	See note to Consolidated Statements of Income on page 5.

	Rolling Twelve Months
	Ended
	September 30, 2008
FINANCIAL STATISTICS
After-Tax Return on Capital Employed (3)		8.4	%

(3) (net income + interest after tax) / (average total debt + average equity)

ABF FREIGHT SYSTEM, INC.
OPERATING STATISTICS

	Three Months Ended September 30							Nine Months Ended September 30
	2008		2007		% Change			2008		2007		% Change
Workdays		64.0		63.0					191.5		190.5
Billed Revenue (1)(2) / CWT	$	27.75	$	26.22		5.8	%	$	27.17	$	25.74		5.6	%
Billed Revenue (1)(2) / Shipment	$	368.49	$	336.69		9.4	%	$	356.99	$	327.32		9.1	%
Shipments		1,286,414		1,379,191		(6.7	)%		3,886,612		4,067,421		(4.4	)%
Tonnage (tons)		854,037		885,590		(3.6	)%		2,553,033		2,586,551		(1.3	)%
Tons/Day		13,344		14,057		(5.1	)%		13,332		13,578		(1.8	)%

(1)	Billed Revenue does not include revenue deferral required for financial statement purposes under the company’s revenue recognition policy.
(2)	See note to Consolidated Statements of Income on page 5.

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