10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended June 30, 2010

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to                  

Commission file number 000-19969

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	71-0673405
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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)

Not Applicable

 (Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 30, 2010
Common Stock, $0.01 par value	25,313,999 shares

ARKANSAS BEST CORPORATION

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets —June 30, 2010 and December 31, 2009	3
	Consolidated Statements of Operations —For the Three and Six Months Ended June 30, 2010 and 2009	5
	Consolidated Statement of Stockholders’ Equity —For the Six Months Ended June 30, 2010	6
	Consolidated Statements of Cash Flows —For the Six Months Ended June 30, 2010 and 2009	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of FinancialCondition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Removed and Reserved	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
SIGNATURES		39
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2010		2009
	(Unaudited)
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	80,457	$	39,332
Short-term investment securities	63,487		93,861
Restricted cash equivalents and short-term investments	51,840		50,857
Accounts receivable, less allowances (2010 – $3,303; 2009 – $3,470)	135,627		115,459
Other accounts receivable, less allowances (2010 – $1,324; 2009 – $1,149)	8,113		6,749
Prepaid expenses	9,003		10,390
Deferred income taxes	33,427		39,035
Prepaid and refundable income taxes	3,643		24,726
Other	4,850		4,333
TOTAL CURRENT ASSETS	390,447		384,742
PROPERTY, PLANT AND EQUIPMENT
Land and structures	240,316		240,185
Revenue equipment	516,115		514,481
Service, office and other equipment	158,833		157,885
Leasehold improvements	22,108		21,839
	937,372		934,390
Less allowances for depreciation and amortization	528,362		505,538
	409,010		428,852
OTHER ASSETS	52,376		55,952
	$	851,833	$	869,546

See notes to consolidated financial statements.

3

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS — continued

	June 30			December 31
	2010			2009
	(Unaudited)
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	10,097		$	21,941
Accounts payable	72,477			59,386
Income taxes payable	106			826
Accrued expenses	153,176			150,799
Current portion of long-term debt	7,396			3,603
TOTAL CURRENT LIABILITIES	243,252			236,555
LONG-TERM DEBT, less current portion	22,764			13,373
PENSION AND POSTRETIREMENT LIABILITIES	71,563			67,445
OTHER LIABILITIES	19,734			20,254
DEFERRED INCOME TAXES	20,013			31,023
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2010: 26,873,851 shares; 2009: 26,749,265 shares	269			267
Additional paid-in capital	276,450			274,663
Retained earnings	297,558			327,948
Treasury stock, at cost, 1,677,932 shares	(57,770		)	(57,770		)
Accumulated other comprehensive loss	(42,000		)	(44,212		)
TOTAL STOCKHOLDERS’ EQUITY	474,507			500,896
	$	851,833		$	869,546

See notes to consolidated financial statements.

4

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	411,347		$	362,635		$	771,237		$	702,312
OPERATING EXPENSES AND COSTS	422,157			389,932			817,313			758,211
OPERATING LOSS	(10,810		)	(27,297		)	(46,076		)	(55,899		)
OTHER INCOME (EXPENSE)
Interest and dividend income	274			803			608			1,733
Interest expense and other related financing costs	(434		)	(344		)	(999		)	(685		)
Other, net	(457		)	1,392			211			311
	(617		)	1,851			(180		)	1,359
LOSS BEFORE INCOME TAXES	(11,427		)	(25,446		)	(46,256		)	(54,540		)
FEDERAL AND STATE INCOME TAXES
Current benefit	(847		)	(2,805		)	(9,336		)	(22,213		)
Deferred (benefit) provision	(3,232		)	(7,277		)	(8,200		)	1,194
	(4,079		)	(10,082		)	(17,536		)	(21,019		)
NET LOSS	(7,348		)	(15,364		)	(28,720		)	(33,521		)
LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY	96			79			116			79
NET LOSS ATTRIBUTABLE TO ARKANSAS BEST CORPORATION	$	(7,444	)	$	(15,443	)	$	(28,836	)	$	(33,600	)
LOSS PER SHARE
Basic	$	(0.30	)	$	(0.62	)	$	(1.15	)	$	(1.35	)
Diluted	(0.30		)	(0.62		)	(1.15		)	(1.35		)
AVERAGE COMMON SHARES OUTSTANDING
Basic	25,182,579			25,043,815			25,137,886			25,042,874
Diluted	25,182,579			25,043,815			25,137,886			25,042,874
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.03		$	0.15		$	0.06		$	0.30

See notes to consolidated financial statements.

5

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

														Accumulated
				Additional										Other
	Common Stock			Paid-In			Retained			Treasury Stock				Comprehensive			Total
	Shares	Amount		Capital			Earnings			Shares	Amount			Loss			Equity
	(Unaudited)
	($ and shares, thousands)
Balances at December 31, 2009	26,749	$	267	$	274,663		$	327,948		1,678	$	(57,770	)	$	(44,212	)	$	500,896
Net loss (excluding noncontrolling interest in net income of subsidiary of $116)							(28,836		)								(28,836		)
Change in foreign currency translation, net of tax of $46														(71		)	(71		)
Amortization of unrecognized net periodic benefit costs, net of tax of $1,554:
Net actuarial loss														2,403			2,403
Prior service credit														(2		)	(2		)
Net transition obligation														41			41
Pension settlement expense, net of tax of $69														109			109
Unrecognized net actuarial loss, net of tax of $164														(261		)	(261		)
Change in fair value of available for sale security, net of tax of $5														(7		)	(7		)
Total comprehensive loss																	(26,624		)
Issuance of common stock under share-based compensation plans	125	2		466													468
Tax effect of share-based compensation plans and other				(837		)											(837		)
Share-based compensation expense				2,158													2,158
Dividends declared on common stock							(1,554		)								(1,554		)
Balances at June 30, 2010	26,874	$	269	$	276,450		$	297,558		1,678	$	(57,770	)	$	(42,000	)	$	474,507

See notes to consolidated financial statements.

6

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2010			2009
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net loss	$	(28,720	)	$	(33,521	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	36,096			37,916
Other amortization	133			147
Pension settlement expense	178			158
Share-based compensation expense	2,158			3,173
Provision for losses on accounts receivable	303			1,911
Deferred income tax (benefit) provision	(8,200		)	1,194
Gain on sales of assets	(72		)	(961		)
Excess tax benefits from share-based compensation	(83		)	—
Changes in operating assets and liabilities:
Receivables	(20,857		)	(7,620		)
Prepaid expenses	1,399			926
Other assets	706			534
Income taxes	21,605			(7,250		)
Accounts payable, accrued expenses and other liabilities	14,582			5,510
NET CASH PROVIDED BY OPERATING ACTIVITIES	19,228			2,117
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases	(3,399		)	(12,730		)
Proceeds from asset sales	2,676			2,922
Purchases of short-term investment securities	(27,542		)	(75,288		)
Proceeds from sales of short-term investment securities	57,916			64,095
Business acquisition, net of cash acquired	—			(4,873		)
Capitalization of internally developed software and other	(2,293		)	(2,621		)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	27,358			(28,495		)
FINANCING ACTIVITIES
Payments on long-term debt	(3,011		)	(1,360		)
Proceeds from issuance of long-term debt	11,416			—
Net change in bank overdraft	(11,844		)	(3,236		)
Change in restricted cash equivalents and short-term investments	(983		)	—
Payment of common stock dividends	(1,554		)	(7,740		)
Excess tax benefits from share-based compensation	83			—
Proceeds from the exercise of stock options and other	432			152
NET CASH USED IN FINANCING ACTIVITIES	(5,461		)	(12,184		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	41,125			(38,562		)
Cash and cash equivalents at beginning of period	39,332			100,880
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	80,457		$	62,318

See notes to consolidated financial statements.

7

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE A — ORGANIZATION AND DESCRIPTION OF THE BUSINESS AND FINANCIAL STATEMENT PRESENTATION

Arkansas Best Corporation (the “Company”) is a holding company engaged through its subsidiaries primarily in motor carrier freight transportation. The Company’s principal operations are conducted through ABF Freight System, Inc. and other subsidiaries of the Company that are engaged in motor carrier freight transportation (collectively “ABF”).

As of June 2010, 75% of ABF’s employees were covered under a five-year collective bargaining agreement with the International Brotherhood of Teamsters (“IBT”). The agreement with the IBT, which became effective April 1, 2008, provides for compounded annual contractual wage and benefit increases of approximately 4%, subject to wage rate cost-of-living adjustments.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements and, therefore, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2009 Annual Report on Form 10-K and other current filings with the Commission. In the opinion of management, all adjustments (which are of a normal and recurring nature) considered necessary for a fair presentation have been included. ABF is impacted by seasonal fluctuations which affect tonnage and shipment levels and consequently revenues and operating results. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the U.S. and global economies, may influence quarterly tonnage levels. Operating results for the interim periods presented may not necessarily be indicative of the results for the fiscal year.

Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent liabilities and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.

The consolidated statements of operations and consolidated statements of cash flows for the 2009 periods presented reflect certain reclassifications to conform to the current year’s presentation, including a reclassification of noncontrolling interest in net income of subsidiary. There was no impact on consolidated operating loss, net loss attributable to the Company or net cash provided by operating activities as a result of these reclassifications.

8

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments.

Cash and Cash Equivalents: Cash and cash equivalents totaling $80.5 million at June 30, 2010 consisted of $59.4 million of cash deposits recorded at cost plus accrued interest, which approximates fair value, and $21.1 million of money market funds for which quoted prices are used to determine fair value. At December 31, 2009, cash and cash equivalents of $39.3 million consisted primarily of money market funds.

Short-Term Investments: Short-term investments totaling $63.5 million and $93.9 million at June 30, 2010 and December 31, 2009, respectively, consisted of certificates of deposit which are recorded at cost plus accrued interest, which approximates fair value.

Restricted Cash Equivalents and Short-Term Investments: At June 30, 2010 and December 31, 2009, restricted funds of $49.2 million and $48.0 million, respectively, were invested in cash and certificates of deposit and recorded at cost plus accrued interest, which approximates fair value. The remaining balances of $2.6 million at June 30, 2010 and $2.9 million at December 31, 2009 consisted of money market funds which are recorded at fair value as determined by quoted prices. The amounts of cash equivalents and short-term investments restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note D).

Long-Term Investments: Long-term investments which are reported at fair value within other long-term assets at June 30, 2010 and December 31, 2009 consisted of mutual fund investments held in trust related to the Company’s Voluntary Savings Plan (“VSP”) and an insured, investment-grade available for sale auction rate debt security. The auction rate debt security, for which the underlying debt instrument matures in 2025, is valued using the income approach with inputs derived from observable market data. Quoted market prices are used to determine fair values of the mutual fund investments of the VSP, a nonqualified deferred compensation plan.

Concentrations of Credit Risk of Financial Instruments

The Company is potentially subject to concentrations of credit risk related to its cash, cash equivalents and short-term investments. The Company reduces credit risk by placing its cash, cash equivalents and short-term investments with major financial institutions that have high credit ratings and by investing unrestricted short-term investments primarily in FDIC-insured certificates of deposit with varying original maturities of ninety-one days to one year. However, certain cash deposits and certificates of deposit, primarily those pledged as collateral for outstanding letters of credit (see Note D), may exceed federally insured limits. At June 30, 2010 and December 31, 2009, cash and certificates of deposit of $53.1 million and $50.4 million, respectively, exceeded FDIC-insured limits.

9

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Financial Assets Measured at Fair Value

Fair value is generally determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements generally involve developing assumptions based on observable market data. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These inputs form a three-level valuation hierarchy as follows:

·Level 1 — Quoted prices for identical assets and liabilities in active markets.

·Level 2 — Quoted prices for similar assets and 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.

·Level 3 — Unobservable inputs that are significant to the valuation model.

The following table presents, for each of the fair value hierarchy levels, the Company’s assets measured at fair value on a recurring basis:

			June 30, 2010
			Fair Value Measurements Using
	Total		Level 1		Level 2		Level 3
					($ thousands)
Money market funds(1)	$	23,770	$	23,770	$	—	$	—
Auction rate debt security(2)	770		—		770		—
Equity, bond and money market mutual funds held in trust related to the VSP(3)	5,312		5,312		—		—
	$	29,852	$	29,082	$	770	$	—

			December 31, 2009
			Fair Value Measurements Using
	Total		Level 1		Level 2		Level 3
					($ thousands)
Money market funds(1)	$	34,437	$	34,437	$	—	$	—
Auction rate debt security(2)	780		—		780		—
Equity, bond and money market mutual funds held in trust related to the VSP(3)	6,303		6,303		—		—
	$	41,520	$	40,740	$	780	$	—

(1)	Included in cash equivalents and restricted cash equivalents.
(2)	Available for sale security included in other long-term assets. An unrealized gain of $0.1 million, net of taxes, related to the security was included in accumulated other comprehensive loss as of June 30, 2010 and December 31, 2009.
(3)	Consists of U.S. and international equity mutual funds, government and corporate bond mutual funds and money market funds which are held in a trust with a third-party brokerage firm and included in other long-term assets. A corresponding liability is included in other long-term liabilities.

10

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE C — INCOME TAXES

The effective tax benefit rates for the six months ended June 30, 2010 and 2009 were 37.9% and 38.5%, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from the effect of state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance and, for the six months ended June 30, 2009, the alternative fuel tax credit. The alternative fuel tax credit, which expired December 31, 2009, increased the effective tax benefit rate by 1.3% for the six months ended June 30, 2009. During the six months ended June 30, 2010, the Company received refunds of $31.5 million of federal and state taxes paid in prior years primarily for loss carrybacks allowed by the U.S. Internal Revenue Code.

NOTE D — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Capital Lease Obligations

Long-term debt consisted of capital lease obligations related to revenue equipment (tractors and trailers used primarily in ABF’s operations), real estate and certain office equipment as follows:

	June 30		December 31
	2010		2009
	($ thousands)
Capital lease obligations	$	30,160	$	16,976
Less current portion	7,396		3,603
Long-term debt, less current portion	$	22,764	$	13,373

In January 2010, ABF entered into capital lease agreements with 36-month terms to finance $11.4 million of revenue equipment that was acquired in 2009. During the three months ended June 30, 2010, ABF entered into additional capital lease agreements with 36-month and 60-month terms to finance $4.8 million of revenue equipment acquired in 2010. The capital lease agreements specify the terms of the arrangements, including the monthly base rent and interest rates, and contain rental adjustment clauses for which the maximum amounts have been included in the future minimum payments under the capital leases in the table below.

The following is a summary of the future minimum payments under capital leases:

	June 30
	2010
	($ thousands)
Due in one year or less	$	8,625
Due after one year through three years	22,011
Due after three years through five years	1,389
Due after five years	1,013
Total minimum lease payments	33,038
Less amounts representing interest	2,878
Present value of net minimum leases included in long-term debt	$	30,160

11

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Assets held under capital leases were included in property, plant and equipment as follows:

	June 30		December 31
	2010		2009
	($ thousands)
Land and structures (terminals)	$	1,794	$	1,780
Revenue equipment	31,138		14,958
Service, office and other equipment	622		622
	33,554		17,360
Less accumulated amortization(1)	3,791		538
	$	29,763	$	16,822

(1)Amortization of assets under capital leases is included in depreciation expense.

Financing Arrangements

The Company has an asset-backed securitization program with SunTrust Bank, which provides for cash proceeds of an amount up to $75.0 million. Under this two-year agreement dated December 30, 2009, ABF continuously sells a designated pool of trade accounts receivables to a wholly owned subsidiary, which in turn may borrow funds on a revolving basis. This wholly-owned consolidated subsidiary is a separate bankruptcy-remote entity and its assets would be available only to satisfy the claims related to the interest in the trade accounts receivables. The Company pays annual fees equal to 0.75% of the unused portion of the accounts receivable facility. This agreement contains representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type, including maintaining consolidated tangible net worth, as defined, of $375.0 million. As of June 30, 2010, the Company was in compliance with the covenants. There have been no borrowings under this facility during 2010, and the borrowing capacity was at the facility limit of $75.0 million as of June 30, 2010.

The Company has agreements with four financial institutions to provide collateralized facilities for the issuance of letters of credit (“LC Agreements”). The Company issues letters of credit primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The Company has up to $90.0 million of availability for the issuance of letters of credit under the LC Agreements of which $75.0 million is committed subject to the Company’s compliance with the requirements of issuance. The LC Agreements require cash or short-term investments to be pledged as collateral for outstanding letters of credit. As of June 30, 2010, the Company had $44.2 million of letters of credit outstanding under the LC Agreements of which $43.6 million were collateralized by restricted cash equivalents and short-term investments.

The Company also has a program in place with an insurance carrier for the issuance of surety bonds in support of the self-insured program mentioned in the previous paragraph. As of June 30, 2010, surety bonds outstanding related to the self-insured program totaled $12.3 million collateralized by $6.1 million of restricted short-term investments in certificates of deposit.

12

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE E — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Nonunion Defined Benefit Pension, Supplemental Benefit Pension and Postretirement Health Plans

The following is a summary of the components of net periodic benefit cost:

	Three Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Pension Plan				Health Benefit Plan
	2010			2009			2010		2009		2010		2009
	($ thousands)
Service cost	$	2,236		$	2,270		$	—	$	147	$	35	$	43
Interest cost	2,734			3,090			103		261		217		277
Expected return on plan assets	(3,043		)	(2,358		)	—		—		—		—
Transition obligation recognition	—			—			—		—		33		33
Amortization of prior service (credit) cost	(1		)	(224		)	—		349		—		—
Pension settlement expense	—			—			178		158		—		—
Recognized net actuarial loss and other	1,896			2,360			70		138		5		142
Net periodic benefit cost	$	3,822		$	5,138		$	351	$	1,053	$	290	$	495

	Six Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Pension Plan				Health Benefit Plan
	2010			2009			2010		2009		2010		2009
	($ thousands)
Service cost	$	4,472		$	4,541		$	—	$	300	$	70	$	85
Interest cost	5,468			6,180			208		537		435		555
Expected return on plan assets	(6,086		)	(4,717		)	—		—		—		—
Transition obligation recognition	—			—			—		—		67		67
Amortization of prior service (credit) cost	(3		)	(448		)	—		698		—		—
Pension settlement expense	—			—			178		158		—		—
Recognized net actuarial loss and other	3,794			4,720			129		270		9		284
Net periodic benefit cost	$	7,645		$	10,276		$	515	$	1,963	$	581	$	991

The Company’s full-year 2010 nonunion defined benefit pension plan expense is estimated to be $15.3 million compared to $20.6 million for the year ended December 31, 2009. Considering the volatility in the overall equity markets during 2010, the expected return on plan assets may not be achieved in the near term. As of the plan’s December 31, 2010 measurement date, the impact on the pension liability as a result of the difference between the expected and actual return on plan assets along with changes in the applicable discount rate will be recognized as an actuarial gain or loss at year-end in other comprehensive income, net of taxes.

The Company does not have a required minimum cash contribution but could make tax-deductible contributions to its defined benefit pension plan in 2010. The decision of whether to make a contribution to the plan will be made in third quarter 2010 based on all relevant factors as determined by the Company’s management. If a contribution is made to the plan, management currently believes it will be $10.0 million or less. The Company’s nonunion defined benefit pension plan covers substantially all noncontractual employees hired before January 1, 2006. All eligible noncontractual employees hired subsequent to December 31, 2005 participate in a defined contribution plan.

13

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Multiemployer Plans

Under the provisions of the Taft-Hartley Act, retirement and health care benefits for ABF’s contractual employees are provided by a number of multiemployer plans. ABF’s contributions to these plans are based generally on the time worked by its contractual employees, as specified in ABF’s five-year collective bargaining agreement that became effective on April 1, 2008 and other supporting supplemental agreements. ABF recognizes as expense the contractually required contribution for the period and recognizes as a liability any contributions due and unpaid.

ABF currently contributes to 26 multiemployer pension plans, which vary in size and in funding status. In the event of the termination of a multiemployer pension plan or if ABF were to withdraw from a multiemployer pension plan, ABF would have material liabilities for its share of the unfunded vested liabilities of each such plan. ABF has not received notification of any plan termination, and ABF does not currently intend to withdraw from these plans. Therefore, the Company believes the occurrence of events that would require recognition of liabilities for its share of unfunded vested benefits is remote.

Approximately 50% of ABF’s contributions are made to the Central States Southeast and Southwest Area Pension Fund (the “Central States Pension Fund”). The Central States Pension Fund adopted a rehabilitation plan as a result of its actuarial certification for the plan year beginning January 1, 2008 which placed the Central States Pension Fund in “critical status” under the provisions of the Pension Protection Act of 2006. ABF’s current collective bargaining agreement complies with the rehabilitation plan which was adopted by the Central States Pension Fund prior to the April 1, 2008 effective date of the collective bargaining agreement. The Actuarial Certification of Plan Status as of January 1, 2010 certified that the Central States Pension Fund remains in critical status with a funded percentage of 63.1%.

The Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (the “Pension Relief Act”) was signed into law on June 25, 2010. The Pension Relief Act includes provisions that may provide funding relief for multiemployer pension plans that satisfy certain solvency requirements. The Company has not received information from the multiemployer plan administrators regarding the impact, if any, of the Pension Relief Act on the funding status of the multiemployer pension plans to which ABF contributes. Based on the most recent annual funding notices the Company has received, approximately 60% of ABF’s contributions to multiemployer pension plans, including the Central States Pension Fund discussed above, are made to plans that are in critical status. Due to their funding position, certain plans may not be eligible for funding relief provisions of the Pension Relief Act because of its solvency requirements.

The multiemployer plan administrators have provided to the Company no other significant changes in information related to multiemployer plans from the information disclosed in the Company’s 2009 Annual Report on Form 10-K.

NOTE F — STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2010, total comprehensive loss was $6.5 million and $26.6 million, respectively. Total comprehensive loss for the three and six months ended June 30, 2009 was $13.3 million and $29.8 million, respectively.

14

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss were as follows:

	June 30			December 31
	2010			2009
	($ thousands)
Pre-tax amounts:
Foreign currency translation	$	(756	)	$	(639	)
Unrecognized net periodic benefit costs	(68,167		)	(71,916		)
Increase in fair value of available for sale security (see Note B)	170			182
Total	$	(68,753	)	$	(72,373	)
After-tax amounts:
Foreign currency translation	$	(462	)	$	(391	)
Unrecognized net periodic benefit costs	(41,650		)	(43,940		)
Increase in fair value of available for sale security (see Note B)	112			119
Total	$	(42,000	)	$	(44,212	)

Dividends on Common Stock

On July 23, 2010, the Company’s Board of Directors declared a dividend of $0.03 per share payable to stockholders of record as of August 6, 2010.

The following table is a summary of dividends declared during the applicable quarter:

	2010				2009
	Per Share		Amount		Per Share		Amount
	($ thousands, except per share data)
First quarter	$	0.03	$	777	$	0.15	$	3,847
Second quarter	$	0.03	$	777	$	0.15	$	3,893
Third quarter (2010 amount estimated)	$	0.03	$	786	$	0.15	$	3,892

NOTE G — EQUITY-BASED COMPENSATION

Stock Awards

As of June 30, 2010, the Company had outstanding stock options granted under the 1992 Stock Option Plan, the 2000 Non-Qualified Stock Option Plan and the 2002 Stock Option Plan and outstanding restricted stock and restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 1992 Stock Option Plan expired on December 31, 2001. The 2005 Plan superseded the Company’s 2000 Non-Qualified Stock Option Plan and 2002 Stock Option Plan with respect to future awards and originally provided for the granting of 1.5 million shares. In April 2010, shareholders approved an amendment to increase the number of shares that may be issued under the 2005 Plan by 700,000 shares. The awards may be granted as incentive and nonqualified stock options, Stock Appreciation Rights (“SARs”), restricted stock or restricted stock units. Any outstanding stock options under the 1992, 2000 or 2002 stock option plans which are forfeited or otherwise

15

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

unexercised will be included in the shares available for grant under the 2005 Plan. As of June 30, 2010, the Company had not elected to treat any exercised options as employer SARs and no employee SARs had been granted. No stock options have been granted since 2004.

Restricted Stock

A summary of the Company’s restricted stock program, which consists of restricted stock and restricted stock units awarded under the 2005 Plan, is presented below:

			Weighted-Average
			Grant Date
	Shares/Units		Fair Value
Outstanding – January 1, 2010	838,304		$	32.80
Granted	—		—
Vested	(119,964	)	33.39
Forfeited	(23,460	)	32.86
Outstanding – June 30, 2010	694,880		$	32.69

On July 22, 2010, the Compensation and Nominating/Corporate Governance Committees approved an award of 312,130 restricted stock units to be granted on July 28, 2010, five business days following the Company’s preceding quarter’s earnings release. The closing market price of the Company’s stock was $22.56 per share on the July 28, 2010 grant date.

Stock Options

A summary of the Company’s stock option program is presented below:

					Weighted-
					Average
			Weighted-		Remaining	Intrinsic
	Shares		Average		Contractual	Value(1)
	Under Option		Exercise Price		Term (Years)	($ thousands)
Outstanding – January 1, 2010	539,857		$	26.16
Granted	—		—
Exercised	(30,900	)	15.63
Forfeited	—		—
Outstanding – June 30, 2010(2)	508,957		$	26.79	2.1	$	—

(1)	The intrinsic value for each option represents the excess, if any, of the market value of the Company’s Common Stock on June 30, 2010 over the exercise price of the option.
(2)	Options outstanding at June 30, 2010 were vested and available to be exercised.

16

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE H — LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	($ thousands, except share and per share data)
Basic loss per share
Numerator:
Net loss attributable to Arkansas Best Corporation	$	(7,444	)	$	(15,443	)	$	(28,836	)	$	(33,600	)
Effect of unvested restricted stock awards	—			(127		)	(17		)	(209		)
Adjusted net loss	$	(7,444	)	$	(15,570	)	$	(28,853	)	$	(33,809	)
Denominator:
Weighted-average shares	25,182,579			25,043,815			25,137,886			25,042,874
Net loss per share	$	(0.30	)	$	(0.62	)	$	(1.15	)	$	(1.35	)
Diluted loss per share
Numerator:
Net loss attributable to Arkansas Best Corporation	$	(7,444	)	$	(15,443	)	$	(28,836	)	$	(33,600	)
Effect of unvested restricted stock awards	—			(127		)	(17		)	(209		)
Adjusted net loss	$	(7,444	)	$	(15,570	)	$	(28,853	)	$	(33,809	)
Denominator:
Weighted-average shares	25,182,579			25,043,815			25,137,886			25,042,874
Effect of dilutive securities	—			—			—			—
Adjusted weighted-average shares and assumed conversions	25,182,579			25,043,815			25,137,886			25,042,874
Net loss per share	$	(0.30	)	$	(0.62	)	$	(1.15	)	$	(1.35	)

For the six months ended June 30, 2010, the outstanding stock awards disclosed in Note G, and for the six months ended June 30, 2009, outstanding stock awards of 1,452,740 were not included in the diluted loss per share calculations because their inclusion would have the effect of decreasing the loss per share.

NOTE I — OPERATING SEGMENT DATA

The Company uses the “management approach” to determine its reportable operating segments, as well as to determine the basis of reporting the operating segment information. The management approach focuses on financial information that the Company’s management uses to make decisions about operating matters. Management uses operating revenues, operating expense categories, operating ratios, operating income and key operating statistics to evaluate performance and allocate resources to the Company’s operations. ABF, which provides transportation of general commodities, represents the Company’s only reportable operating segment.

The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segment is before intersegment eliminations of revenues

17

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

and expenses. Intersegment revenues and expenses are not significant. Further classifications of operations or revenues by geographic location are impractical and are, therefore, not provided. The Company’s foreign operations are not significant.

The following tables reflect reportable operating segment information for the Company, as well as a reconciliation of reportable segment information to the Company’s consolidated financial statements:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2010			2009			2010			2009
	($ thousands)
OPERATING REVENUES
ABF	$	379,443		$	343,805		$	712,468		$	666,918
Other revenues and eliminations	31,904			18,830			58,769			35,394
Total consolidated operating revenues	$	411,347		$	362,635		$	771,237		$	702,312
OPERATING EXPENSES AND COSTS
ABF
Salaries, wages and benefits	$	248,985		$	245,226		$	485,424		$	478,723
Fuel, supplies and expenses	64,729			52,733			125,641			103,261
Operating taxes and licenses	10,718			10,553			21,209			21,067
Insurance	5,929			6,417			10,111			9,920
Communications and utilities	3,313			3,563			7,179			7,534
Depreciation and amortization	16,908			17,861			34,706			36,471
Rents and purchased transportation	39,849			32,357			73,941			60,243
Gain on sale of property and equipment	(126		)	(244		)	(424		)	(961		)
Other	1,734			2,161			2,958			4,325
	392,039			370,627			760,745			720,583
Other expenses and eliminations	30,118			19,305			56,568			37,628
Total consolidated operating expenses and costs	$	422,157		$	389,932		$	817,313		$	758,211
OPERATING LOSS
ABF	$	(12,596	)	$	(26,822	)	$	(48,277	)	(53,665		)
Other income (loss) and eliminations	1,786			(475		)	2,201			(2,234		)
Total consolidated operating loss	(10,810		)	(27,297		)	(46,076		)	(55,899		)
OTHER INCOME (EXPENSE)
Interest and dividend income	274			803			608			1,733
Interest expense and other related financing costs	(434		)	(344		)	(999		)	(685		)
Other, net(1)	(457		)	1,392			211			311
Total consolidated other income (expense)	(617		)	1,851			(180		)	1,359
LOSS BEFORE INCOME TAXES	$	(11,427	)	$	(25,446	)	$	(46,256	)	$	(54,540	)

(1)   Other, net includes gains (losses) on cash surrender value of life insurance policies.

18

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) – continued

NOTE J – LEGAL PROCEEDINGS, ENVIRONMENTAL MATTERS AND OTHER EVENTS

The Company is involved in various legal actions arising in the ordinary course of business. The Company maintains liability insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company routinely establishes and reviews the adequacy of reserves for estimated legal, environmental and self-insurance exposures. While management believes that amounts accrued in the consolidated financial statements are adequate, estimates of these liabilities may change as circumstances develop. Considering amounts recorded, these matters are not expected to have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

The Company’s subsidiaries store fuel for use in tractors and trucks in 69 underground tanks located in 23 states. Maintenance of such tanks is regulated at the federal and, in some cases, state levels. The Company believes that it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.

The Company has received notices from the Environmental Protection Agency and others that it has been identified as a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements (aggregating approximately $0.1 million over the last ten years, primarily at six sites) or believes its obligations, other than those specifically accrued for with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.

At June 30, 2010 and December 31, 2009, the reserve for estimated environmental clean-up costs of properties currently or previously operated by the Company totaling $1.1 million and $1.2 million, respectively, was included in accrued expenses. Amounts accrued reflect management’s best estimate of the future undiscounted exposure related to identified properties based on current environmental regulations. The Company’s estimate is based on management’s experience with similar environmental matters and on testing performed at certain sites.

19

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Arkansas Best Corporation (the “Company”) is a holding company engaged through its subsidiaries primarily in motor carrier freight transportation. The Company’s principal operations are conducted through ABF Freight System, Inc. and other subsidiaries of the Company that are engaged in motor carrier freight transportation (collectively “ABF”). ABF is the Company’s only reportable operating segment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the principal factors affecting results of operations, liquidity and capital resources, and critical accounting policies of the Company. This discussion should be read in conjunction with the accompanying quarterly unaudited condensed consolidated financial statements and the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company’s 2009 Annual Report on Form 10-K includes additional information about significant accounting policies, practices and the transactions that underlie the Company’s financial results, as well as a detailed discussion of the most significant risks and uncertainties to which its financial and operating results are subject. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Results of Operations

Executive Overview

Consolidated revenues for the three and six months ended June 30, 2010 increased 13.4% and 9.4%, respectively, on a per-day basis compared to the same prior year period, with the increase primarily attributable to ABF operations. Consolidated revenue growth was also impacted by business operations that are reported in the Company’s revenues other than ABF, including increased roadside vehicle assistance services at Fleetnet America, Inc. and the effect of the acquisition, in late second quarter 2009, of a privately-owned logistics business. ABF represented 92% of the Company’s consolidated revenues for the six months ended June 30, 2010. During the three and six months ended June 30, 2010, ABF’s revenues increased 10.4% and 6.4%, respectively, on a per-day basis compared to the same periods in 2009.

For the three and six months ended June 30, 2010, the Company reported consolidated net losses allocable to the Company’s shareholders of $7.4 million and $28.8 million, respectively, after taxes, primarily reflecting the operating results of ABF. ABF’s second quarter 2010 operating ratio (defined as percent of operating expenses to revenues) improved to 103.3% from 107.8% in the second quarter 2009. For the six months ended June 30, 2010, ABF’s operating ratio improved to 106.8% from 108.0% in the same period of 2009. On an ongoing basis, ABF’s ability to operate profitably and generate cash is impacted by tonnage (defined as gross weight hauled), which influences operating leverage as tonnage levels vary; the pricing environment; customer account mix; and the ability to manage costs effectively, primarily in the area of salaries, wages and benefits (“labor”). The ABF key performance factors are discussed in the following paragraphs and ABF’s operating results are more fully discussed in the ABF section of MD&A.

ABF’s operations are affected by general economic conditions, as well as a number of other competitive factors that are more fully described in the Business and Risk Factors sections of the Company’s 2009 Annual Report on Form 10-K. The prolonged unfavorable economic environment has adversely impacted the business activities of ABF’s customers which has reduced ABF’s tonnage levels and limited ABF’s ability to secure adequate

20

pricing for its services. Year-over-year tonnage began declining in the fourth quarter of 2006, and ABF experienced annual tonnage declines on a per-day basis of 5.3%, 4.2% and 11.4% in 2007, 2008 and 2009, respectively. For the three and six months ended June 30, 2010, ABF’s tonnage improved 11.9% and 7.7%, respectively, on a per-day basis compared to the same periods of 2009. For the month of July 2010, average daily total tonnage for ABF increased approximately 13% compared to the same period last year. ABF’s management believes the 2010 increase in tonnage is representative of modest year-over-year improvement in general economic conditions as indicated by measures such as the Institute for Supply Management Purchasing Managers’ Index and the seasonally adjusted Industrial Production Index published by the Federal Reserve. Although there are indications of economic factors that could contribute to further year-over-year increases in tonnage, management remains cautious in its expectations due to the uncertainty of continued general economic recovery. ABF’s tonnage remains at depressed levels and there can be no assurances that ABF will achieve or maintain improvements in operating results based on current tonnage levels.

As a result of the extended recessionary economic environment and its impact on tonnage levels, ABF has implemented cost reduction programs. ABF is generally effective in managing its costs to business levels. However, during prolonged periods of depressed tonnage levels, incremental reductions in labor and other operating costs become increasingly challenging and less effective as a larger proportion of ABF’s operating costs are fixed in nature when maintaining customer service levels. ABF’s ability to effectively manage labor costs, which amounted to 65.6% and 68.1% of ABF’s revenues for the three and six months ended June 30, 2010, respectively, has a direct impact on its operating performance. Labor costs, including retirement and health care benefits for ABF’s contractual employees that are provided by a number of multiemployer plans (see Note E to the Company’s consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q), are impacted by ABF’s contractual obligations under its labor agreement primarily with the International Brotherhood of Teamsters (“IBT”). The current five-year collective bargaining agreement, which became effective April 1, 2008, provides for compounded annual contractual wage and benefit increases of approximately 4%, subject to wage rate cost-of-living adjustments.

The industry pricing environment is another key factor in ABF’s operating performance. The pricing environment, which generally becomes more competitive during periods of lower tonnage levels, influences ABF’s ability to obtain compensatory margins and price increases on customer accounts. ABF’s pricing is typically measured by billed revenue per hundredweight, which is a reasonable, although approximate, measure of price change. This measure is affected by freight profile factors such as average shipment size, average length of haul, freight density and customer and geographic mix. ABF focuses on individual account profitability rather than billed revenue per hundredweight when considering customer account or market evaluations due to the difficulty in quantifying, with sufficient accuracy, the impact of changes in freight profile characteristics, which is necessary to estimate true price changes. However, total company profitability for ABF is considered together with measures of billed revenue per hundredweight. Total billed revenue per hundredweight decreased 0.9% and 1.0% during the three and six months ended June 30, 2010, respectively, versus the same periods of 2009. Excluding freight profile changes and increases in fuel surcharges, pricing on ABF’s traditional less-than-truckload (“LTL”) business experienced percentage declines in the low- to mid-single digits during the three and six months ended June 30, 2010 compared to the same periods of 2009, despite the general rate increase implemented in January 2010 as discussed below. During the six months ended June 30, 2010, the pricing environment was very competitive and management expects the pricing environment to remain competitive throughout the remainder of 2010, although there can be no assurances in this regard. The competitive pricing environment has limited ABF’s ability to secure adequate prices to cover increasing operating costs and has adversely impacted ABF’s operating results. Management believes that pricing levels may improve based on business conditions experienced toward the end of second quarter 2010 which are reflective of the increases in tonnage levels and other industry conditions, although there can be no assurances in this regard.

21

Effective January 11, 2010 and January 5, 2009, ABF implemented general rate increases to cover known and expected cost increases. Nominally, the increases were 5.70% and 5.79%, respectively, although the amounts vary by lane and shipment characteristics. The general rate increase affected approximately 45% of ABF’s business for the six months ended June 30, 2010, while rate increases on the remaining business are subject to individually negotiated pricing arrangements that are effective at various times throughout the year. ABF’s ability to retain the general rate increase and to increase rates on the remainder of its business is dependent on the competitive pricing environment. Obtaining base rate increases involves a lengthy process to address the pricing and resulting profitability of individual customer accounts. Prolonged periods with insufficient base LTL rate improvements result in higher operating ratios as elements of unit cost, including contractual wage and benefit rates, continue to increase.

The transportation industry is dependent upon the availability of adequate fuel supplies. The Company has not experienced a lack of available fuel but could be adversely impacted if a fuel shortage were to develop. ABF charges a fuel surcharge based on changes in diesel fuel prices compared to a national index. The ABF fuel surcharge rate in effect is available on the ABF Web site at abf.com. (The information contained on the ABF Web site is not a part of this Quarterly Report on Form 10-Q nor shall it be deemed incorporated by reference into this Quarterly Report on Form 10-Q.) Although revenues from fuel surcharges generally more than offset increases in direct diesel fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of energy prices on other nonfuel-related expenses is difficult to ascertain. ABF cannot predict, with reasonable certainty, future fuel price fluctuations, the impact of energy prices on other cost elements, recoverability of fuel costs through fuel surcharges, and the effect of fuel surcharges on ABF’s overall rate structure or the total price that ABF will receive from its customers. During periods of changing diesel fuel prices, the fuel surcharge and associated direct diesel fuel costs also vary by different degrees. Depending upon the rates of these changes and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Fuel prices have fluctuated significantly in recent years. ABF experienced significantly higher fuel prices in the first ten months of 2008 compared to the same period in 2007. After reaching a peak in July 2008, fuel prices declined approximately 60% through mid-March 2009, then increased approximately 50% by the end of June 2010. As a result of the higher fuel prices in 2010, ABF’s average fuel surcharge rate during the six months ended June 30, 2010 was 53% above the average rate for the same period of 2009. Whether fuel prices fluctuate or remain constant, ABF’s operating income may be adversely affected if competitive pressures limit its ability to recover fuel surcharges. Throughout the first six months of 2010, the fuel surcharge mechanism had strong market acceptance among ABF customers, although certain nonstandard arrangements with some of ABF’s customers have limited the amount of fuel surcharge recovered. While the fuel surcharge is one of several components in ABF’s overall rate structure, the actual rate paid by customers is governed by market forces based on value provided to the customer.

ABF operates in a highly competitive industry which includes both union and nonunion motor carriers. The Company’s nonunion competitors have a lower fringe benefit cost structure, and certain carriers have reduced their wage rates for their freight-handling and driving personnel. In addition, wage and benefit concessions granted to certain union competitors allow for a lower cost structure than that of ABF. Competitors with lower labor cost structures could reduce freight rates to gain market share which may further limit ABF’s ability to maintain or increase base freight rates. The tentative agreement reached by ABF and the Teamsters National Freight Industry Negotiating Committee of the IBT in April 2010 for a modification of ABF’s collective bargaining agreement, which included a proposed 15% wage reduction and a performance-based incentive plan, was not ratified by a majority of ABF’s IBT member employees. ABF continues its attempts to address with the IBT the effect of ABF’s wage and benefit cost structure on its operating results.

22

Consolidated Results

	Three Months Ended June 30
	2010			2009
	($ thousands, except workdays and per share data)
WORKDAYS	63.5			63.5
OPERATING REVENUES
ABF	$	379,443		$	343,805
Other revenues and eliminations	31,904			18,830
	$	411,347		$	362,635
OPERATING INCOME (LOSS)
ABF	$	(12,596	)	$	(26,822	)
Other and eliminations	1,786			(475		)
	$	(10,810	)	$	(27,297	)
DILUTED LOSS PER SHARE	$	(0.30	)	$	(0.62	)

	Six Months Ended June 30
	2010			2009
	($ thousands, except workdays and per share data)
WORKDAYS	126.5			126.0
OPERATING REVENUES
ABF	$	712,468		$	666,918
Other revenues and eliminations	58,769			35,394
	$	771,237		$	702,312
OPERATING INCOME (LOSS)
ABF	$	(48,277	)	$	(53,665	)
Other and eliminations	2,201			(2,234		)
	$	(46,076	)	$	(55,899	)
DILUTED LOSS PER SHARE	$	(1.15	)	$	(1.35	)

Consolidated revenues for the three and six months ended June 30, 2010 increased 13.4% and 9.4%, respectively, on a per-day basis compared to the same prior year periods, with the increase primarily attributable to ABF operations. Consolidated revenue growth was also impacted by business operations that are reported in the Company’s revenues other than ABF, including increased roadside vehicle assistance services at Fleetnet America, Inc. and the effect of the acquisition, in late second quarter 2009, of a privately-owned logistics business. Consolidated operating loss for the three and six months ended June 30, 2010, decreased $16.5 million and $9.8 million, respectively, from the same periods in 2009. The improvement in consolidated operating loss and per share amounts primarily reflect the operations of ABF, as discussed in the ABF section that follows.

23

ABF

The following table sets forth a summary of operating expenses and operating loss as a percentage of revenue for ABF:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2010		2009		2010		2009
ABF OPERATING EXPENSES AND COSTS
Salaries, wages and benefits	65.6	%	71.3	%	68.1	%	71.8	%
Fuel, supplies and expenses	17.1		15.3		17.6		15.5
Operating taxes and licenses	2.8		3.1		3.0		3.2
Insurance	1.6		1.9		1.4		1.5
Communications and utilities	0.9		1.0		1.0		1.1
Depreciation and amortization	4.5		5.2		4.9		5.5
Rents and purchased transportation	10.5		9.4		10.4		9.0
Gain on sale of property and equipment	—		(0.1	)	(0.1	)	(0.1	)
Other	0.3		0.7		0.5		0.5
	103.3	%	107.8	%	106.8	%	108.0	%
ABF OPERATING LOSS	(3.3	)%	(7.8	)%	(6.8	)%	(8.0	)%

The following tables provide a comparison of key operating statistics for ABF:

	Three Months Ended June 30
	2010		2009		% Change
Workdays	63.5		63.5
Billed revenue(1) per hundredweight, including fuel surcharges	$	23.59	$	23.81	(0.9	)%
Pounds	1,624,709,950		1,451,669,827		11.9	%
Pounds per day	25,585,983		22,860,942		11.9	%
Shipments per DSY(2) hour	0.490		0.496		(1.2	)%
Pounds per DSY hour	703.98		646.11		9.0	%
Pounds per shipment	1,438		1,303		10.4	%
Pounds per mile	20.37		19.29		5.6	%

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

(2)Dock, street and yard (“DSY”) measures are further discussed within this ABF section of MD&A.

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	Six Months Ended June 30
	2010		2009		% Change
Workdays	126.5		126.0
Billed revenue(1) per hundredweight, including fuel surcharges	$	23.60	$	23.83	(1.0	)%
Pounds	3,038,707,358		2,809,064,375		8.2	%
Pounds per day	24,021,402		22,294,162		7.7	%
Shipments per DSY hour	0.483		0.491		(1.6	)%
Pounds per DSY hour	678.39		633.32		7.1	%
Pounds per shipment	1,404		1,289		8.9	%
Pounds per mile	20.05		19.19		4.5	%

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

ABF’s revenue for the three and six months ended June 30, 2010 was $379.4 million and $712.5 million, respectively, compared to $343.8 million and $666.9 million reported for the same periods in 2009. ABF’s revenue per day increased 10.4% and 6.4% for the three and six months ended June 30, 2010, respectively, compared to the same periods in 2009. The increase in ABF’s revenues for the three and six months ended June 30, 2010 primarily reflects increases in tonnage per day of 11.9% and 7.7%, respectively, and higher fuel surcharge revenues, which result from an increase in the fuel surcharge rate based on changes in diesel fuel prices compared to a national index. ABF’s tonnage increase was primarily attributable to an improved freight environment, particularly during second quarter 2010, compared to the historically low tonnage levels faced in 2009. The second quarter 2010 tonnage improvement reflects a slight increase in the number of shipments and a general increase in weight per shipment, influenced by a higher proportion of truckload-rated business.

Billed revenue per hundredweight for the three and six months ended June 30, 2010 was 0.9% and 1.0% below the same respective periods in 2009, despite the general rate increase and year-over-year increases in fuel surcharge levels. The comparisons of billed revenue per hundredweight were also impacted by changes in freight profile including pounds per shipment, freight density and customer and geographic mix. For the three and six months ended June 30, 2010, total pounds per shipment increased 10.4% and 8.9%, respectively, and ABF experienced a higher proportion of truckload-rated shipments. These freight profile changes have the effect of reducing the nominal revenue per hundredweight measure without a commensurate impact on effective pricing or shipment profitability. Excluding freight profile changes and increases in fuel surcharges, pricing on ABF’s traditional LTL business experienced percentage declines in the low- to mid-single digits during the three and six months ended June 30, 2010 compared to the same periods of 2009, despite the general rate increase implemented in January 2010. Management believes that pricing levels may improve based on business conditions experienced toward the end of second quarter 2010 which are reflective of the increases in tonnage levels and other industry conditions, although there can be no assurances in this regard. For the six months ended June 30, 2010, billed revenue per hundredweight compared to the same period in 2009 reflects a very competitive pricing environment, and management expects the pricing environment to remain competitive throughout the remainder of 2010, although there can be no assurances in this regard.

ABF generated operating losses of $12.6 million and $48.3 million for the three and six months ended June 30, 2010, respectively, versus operating losses of $26.8 million and $53.7 million during the same periods in 2009. ABF’s second quarter 2010 operating ratio improved to 103.3% from 107.8% in the second quarter of 2009. For

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the six months ended June 30, 2010, ABF’s operating ratio improved to 106.8% from 108.0% in the same period of 2009. The improvement in ABF’s operating ratio for the three and six months ended June 30, 2010 was primarily influenced by the tonnage-driven increase in revenue, which predominantly occurred in the second quarter 2010, as a portion of operating costs are fixed in nature and decrease, as a percent of revenue, with increases in revenue levels including fuel surcharges. ABF’s operating ratio was also impacted by changes in operating expenses as discussed in the following paragraphs.

Salaries, wages and benefits expense as a percentage of revenue decreased 5.7% and 3.7% for the three and six months ended June 30, 2010 compared to the same periods in 2009. Portions of salaries, wages and benefits are fixed in nature and decrease, as a percent of revenue, with increases in revenue levels including fuel surcharges. The decrease in salaries, wages and benefits expense as a percent of revenue was influenced by a decrease in ABF’s nonunion fringe benefit expenses, which impacted the operating ratio for the three and six months ended June 30, 2010 by 1.1% and 0.9%, respectively, compared to the prior year periods. The decrease in nonunion fringe benefit expenses was primarily due to lower nonunion pension and supplemental pension costs and suspension of the Company’s contributions to its nonunion 401(k) and defined contribution plans. Salaries, wages and benefits costs were further influenced by workers’ compensation expense, which were 0.8% lower as a percentage of revenue in the second quarter of 2010 compared to the second quarter of 2009, primarily due to the higher severity of claims in the 2009 period. For the six months ended June 30, 2010, workers’ compensation expense as a percent of revenue was slightly higher than the same period of 2009 and ABF’s ten-year historical average.

Despite the decrease in salaries, wages and benefits expense as a percentage of revenue for the three and six months ended June 30, 2010, these costs increased $3.8 million and $6.7 million compared to the same periods in 2009. The cost increases were impacted by higher contractual wage and benefit costs related to ABF’s union workforce under the IBT National Freight Industry Standards Agreement. The annual contractual wage increases effective on April 1, 2010 and 2009 were 1.9% and 1.8%, respectively. On August 1, 2009, health, welfare and pension benefit costs under the agreement increased 7.5%. On August 1, 2010, health, welfare and pension benefit costs under the agreement will increase 6.9%.

Although ABF has implemented cost reduction programs, incremental reductions in labor and other operating costs become increasingly challenging and less effective as ABF maintains customer service levels. Shipments per dock, street and yard (“DSY”) hour and total pounds per mile are measures ABF uses to assess the effectiveness of labor costs. Shipments per DSY hour is used to measure effectiveness in ABF’s local operations, although total pounds per DSY hour is also a relevant measure when the average shipment size is changing. Total pounds per mile is used by ABF to measure the effectiveness of its linehaul operations, although this metric is influenced by other factors including freight density, loading efficiency, average length of haul and the degree to which rail service is used. Salaries, wages and benefits expense for the three and six months ended June 30, 2010 was favorably impacted by managing labor costs to business levels as demonstrated by the productivity measures in the previous table, including 9.0% and 7.1% increases in pounds per DSY hour and 5.6% and 4.5% increases in pounds per mile compared to the same prior year periods. However, these improved productivity measures were also favorably influenced by higher utilization of rail service and the effect of increases in pounds per shipment of 10.4% and 8.9%, respectively, reflecting changes in customer account profile and mix during the three and six months ended June 30, 2010 compared to the same periods of 2009. Shipments per DSY hour were slightly lower in the three and six months ended June 30, 2010 compared to the prior year periods due, in part, to changes in customer account profile and mix as the number of shipments were relatively comparable. The prolonged recessionary environment and the depressed tonnage levels that ABF has experienced continue to have a significant impact on operating results. Furthermore, maintaining customer service levels limits the adjustments which would otherwise be necessary to align the cost structure throughout

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the ABF system to corresponding tonnage levels. ABF’s operating results will continue to be adversely impacted if tonnage remains at these levels. ABF’s ability to improve its operating ratio is dependent on securing price increases to cover contractual wage and benefit rates, costs of maintaining customer service levels and other inflationary increases in cost elements.

Fuel, supplies and expenses as a percentage of revenue increased 1.8% and 2.1% for the three and six months ended June 30, 2010, respectively, compared to the same periods in 2009. This increase primarily reflects significantly higher fuel costs as ABF’s average price per gallon of fuel, excluding taxes, increased 39.4% and 44.2%, respectively, during the three and six months ended June 30, 2010, compared to the same periods in 2009.

Operating taxes and licenses decreased 0.3% and 0.2% of revenue for the three and six months ended June 30, 2010 compared to the same periods in 2009, as a portion of these costs are fixed in nature and decrease, as a percent of revenue, with increases in revenue levels including fuel surcharges.

Insurance costs decreased 0.3% and 0.1% as a percentage of revenues for the three and six months ended June 30, 2010 compared to the same prior year periods. The second quarter decline primarily reflects the decrease in severity of third-party casualty claims and lower cargo claims as a result of continued focus on careful cargo handling. As a percentage of revenue, third-party casualty claims year-to-date through June 30, 2010 were slightly above ABF’s ten-year historical average.

Depreciation and amortization as a percentage of revenue decreased 0.7% and 0.6% for the three and six months ended June 30, 2010 compared to the same periods in 2009. Depreciation and amortization charges are generally fixed in nature when maintaining customer service levels and decrease as a percentage of revenue with increases in revenue levels including fuel surcharges. The decrease in depreciation and amortization costs reflects the effect of the timing of replacing older, fully depreciated tractors with new tractors, partially offset by the effect of increased unit costs of equipment purchased in recent years.

Rents and purchased transportation as a percentage of revenue increased by 1.1% and 1.4% for the three and six months ended June 30, 2010 compared to the same prior year periods. This change was impacted by an increase in rail utilization to 13% and 12% in the three and six months ended June 30, 2010, respectively, from 11% in the comparable prior year periods and associated higher fuel surcharges.

Other operating expenses decreased 0.4% as a percentage of revenue during the second quarter 2010 primarily due to a lower level of uncollectible customer accounts compared to the second quarter 2009.

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Liquidity and Capital Resources

The Company’s primary sources of liquidity are unrestricted cash and short-term investments on-hand, cash generated by operations and borrowing capacity under its accounts receivable securitization program.

Cash Flow and Short-Term Investments: Components of cash and cash equivalents and short-term investments were as follows:

	June 30		December 31
	2010		2009
	($ thousands)
Cash and cash equivalents, primarily money market funds	$	80,457	$	39,332
Short-term investments, primarily FDIC-insured certificates of deposit	63,487		93,861
Total unrestricted	143,944		133,193
Restricted(1)	51,840		50,857
Total(2)	$	195,784	$	184,050

(1)Restricted cash equivalents and short-term investments represent certificates of deposit, cash deposits and money market funds pledged as collateral for outstanding letters of credit and surety bonds in support of workers’ compensation and third-party casualty claims liabilities (see Financing Arrangements in this section of MD&A and Note D to the Company’s consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

(2)Cash and certificates of deposit are recorded at cost plus accrued interest, which approximates fair value. Money market funds are recorded at fair value based on quoted prices.

Unrestricted cash, cash equivalents and short-term investments increased $10.8 million from December 31, 2009 to June 30, 2010. During the six months ended June 30, 2010, cash provided by operations of $19.2 million included federal and state income tax refunds of $31.5 million. Operating cash flows were also impacted by changes in working capital, primarily growth in accounts receivable associated with the improved business volumes, and distributions to retired officers of $7.8 million under the unfunded supplemental benefit plan. Cash provided by operations along with $11.4 million in proceeds from issuance of long-term debt related to capital leases were used to fund capital expenditures net of proceeds from asset sales, repay $11.8 million of bank overdrafts (which represent checks issued that are later funded when cleared through banks), repay $3.0 million of long-term debt related to capital leases and pay dividends of $1.6 million on Common Stock.

During the six months ended June 30, 2009, cash, cash equivalents and short-term investments declined $27.4 million, primarily reflecting purchases of revenue equipment (tractors and trailers used primarily in ABF’s operations) and other property and equipment totaling $9.8 million net of asset sales, payment of dividends on Common Stock of $7.7 million and the acquisition of a privately-owned logistics company for net cash consideration of $6.2 million including repayment of debt assumed in the acquisition. Cash used by operating activities during the six months ended June 30, 2009 included $15.5 million of contributions to the nonunion pension plan.

Financing Arrangements: The Company has an asset-backed securitization program with SunTrust Bank, which provides for cash proceeds for an amount up to $75.0 million. Under this two-year agreement dated December 30, 2009, ABF continuously sells a designated pool of trade accounts receivables to a wholly owned subsidiary, which in turn may borrow funds on a revolving basis. This wholly-owned consolidated subsidiary is a separate bankruptcy-remote entity and its assets would be available only to satisfy the claims related to the interest in the trade accounts receivables. Advances under the facility bear interest based upon LIBOR, plus a margin. The Company also pays annual fees equal to 0.75% of the unused portion of the accounts receivable

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facility. This agreement contains representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type, including maintaining consolidated tangible net worth, as defined, of $375.0 million. As of June 30, 2010, the Company was in compliance with the covenants. There have been no borrowings under this facility during 2010, and, based on qualifying accounts, the borrowing capacity was at the facility limit of $75.0 million as of June 30, 2010.

The Company has agreements with four financial institutions to provide collateralized facilities for the issuance of letters of credit (“LC Agreements”). The Company issues letters of credit primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The Company has up to $90.0 million of availability for the issuance of letters of credit under the LC Agreements of which $75.0 million is committed subject to the Company’s compliance with the requirements of issuance. The LC Agreements require cash or short-term investments to be pledged as collateral for outstanding letters of credit. As of June 30, 2010, the Company had $44.2 million of letters of credit outstanding under the LC Agreements of which $43.6 million were collateralized by restricted cash equivalents and short-term investments.

The Company also has a program in place with an insurance carrier for the issuance of surety bonds in support of the self-insured program mentioned in the previous paragraph. As of June 30, 2010, surety bonds outstanding related the self-insured program totaled $12.3 million collateralized by $6.1 million of restricted short-term investments in certificates of deposit.

In January 2010, ABF entered into capital lease agreements with 36-month terms to finance $11.4 million of revenue equipment that was acquired in 2009. During the three months ended June 30, 2010, ABF entered into additional capital lease agreements with 36-month and 60-month terms to finance $4.8 million of revenue equipment acquired in 2010. The capital lease agreements specify the terms of the arrangements, including the monthly base rent and interest rates as well as rental adjustment clauses for which the maximum amounts due to the lessor are included in the recorded capital lease obligations and the future minimum rent payments shown in the Contractual Obligations within this section of MD&A. In July 2010, ABF entered into additional capital lease agreements with 36-month and 60-month terms to finance $4.8 million of revenue equipment acquired in 2010. The Company intends to utilize capital lease arrangements to finance future purchases of certain revenue equipment.

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Contractual Obligations: The following table provides the aggregate annual contractual obligations of the Company including capital and operating lease obligations, purchase obligations and near-term estimated benefit plan distributions as of June 30, 2010. The Company’s 2009 Annual Report on Form 10-K includes additional information and description of these obligations.

	Payments Due by Period
	($ thousands)
			Less Than		1-3		3-5		More Than
Contractual Obligations	Total		1 Year		Years		Years		5 Years
Capital lease obligations, including interest(1)	$	33,038	$	8,625	$	22,011	$	1,389	$	1,013
Operating lease obligations(2)	53,692		12,008		17,772		11,116		12,796
Purchase obligations(3)	26,452		26,452		—		—		—
Voluntary savings plan distributions(4)	5,312		2,227		1,242		338		1,505
Postretirement health expenditures(5)	8,201		665		1,494		1,541		4,501
Deferred salary distributions(6)	11,409		1,225		2,426		1,949		5,809
Supplemental pension distributions(7)	11,315		529		3,651		—		7,135
Noncontrolling interest in subsidiary(8)	2,394		—		—		2,394		—
Total	$	151,813	$	51,731	$	48,596	$	18,727	$	32,759

(1) Capital lease obligations relate primarily to revenue equipment as discussed in Financing Arrangements within this section and Note D to the Company’s consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The future minimum rental commitments are presented exclusive of executory costs such as insurance, maintenance and taxes.

(2) While the Company owns the majority of its larger terminals and distribution centers, certain facilities and equipment are leased. As of June 30, 2010, the Company had future minimum rental commitments, net of noncancelable subleases, totaling $51.4 million for terminal facilities and $2.3 million for other equipment. The future minimum rental commitments are presented exclusive of executory costs such as insurance, maintenance and taxes. In addition, the Company has provided lease guarantees through March 2012 totaling $0.4 million related to Clipper Exxpress Company, a former subsidiary of the Company.

(3) Purchase obligations include purchase orders or authorizations to purchase and binding agreements relating to revenue equipment and property. These purchase obligations are included in the Company’s 2010 capital expenditure plan, which is estimated to be approximately $45 million to $50 million, net of proceeds from asset sales. The Company’s 2010 capital expenditure plan includes amounts financed under capital leases. Actual 2010 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

(4) Represents elective distributions anticipated under the Voluntary Savings Plan, a nonqualified deferred compensation plan. Future distributions are subject to change for retirement, death or disability of current employees.

(5) Represents projected distributions over the next ten years for premiums related to postretirement health benefits. These estimated distributions are subject to change based upon increases and other changes in premiums and medical costs and continuation of the plan for current participants. Postretirement health benefit plan liabilities accrued in the consolidated balance sheet totaled $13.7 million as of June 30, 2010.

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(6) Represents projected deferred salary agreement distributions. These distributions are subject to change based upon assumptions for projected salaries and retirements, deaths, disability or early retirement of current employees. As of June 30, 2010, the liability balance related to the deferred salary distributions totaled $8.3 million.

(7) Represents estimated distributions over the next ten years under the unfunded supplemental benefit pension plan (“SBP”). The accrual of benefits was frozen for the remaining participants under the SBP effective December 31, 2009. The distribution of $0.5 million anticipated in 2010 relates to the six-month deferral of payment to a former participant in accordance with U.S. Internal Revenue Code Section 409A. The amounts and dates of distributions in future periods are dependent upon actual retirement dates of eligible officers and other events and factors. The SBP liability balance totaled $9.4 million as of June 30, 2010.

(8) Noncontrolling interest in subsidiary represents the option, provided to noncontrolling shareholders, to sell to the Company their remaining interest in a logistics business, which the Company acquired during second quarter 2009. The option to sell may not be exercised until the sixth anniversary of the date of acquisition.

The Company does not have a required minimum cash contribution, but could make tax-deductible contributions, to its defined benefit pension plan in 2010. The decision of whether to make a contribution to the plan will be made in third quarter 2010, based on all relevant factors as determined by the Company’s management. If a contribution is made to the plan, management currently believes it will be $10.0 million or less.

ABF contributes to multiemployer health, welfare and pension plans based generally on the time worked by its contractual employees, as specified in the collective bargaining agreement and other supporting supplemental agreements (see Note E to the Company’s consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Other Liquidity Information: Continued operating losses, primarily resulting from depressed tonnage levels, could continue to adversely affect the Company’s ability to generate cash from operations. Management believes existing cash, cash equivalents and short-term investments, cash generated by operations, and amounts available under the accounts receivable securitization program will be sufficient for the foreseeable future to maintain current operations and finance the Company’s lease commitments; letter of credit and surety bond commitments; quarterly dividends; nonunion benefit plan distributions; capital expenditures; health, welfare and pension contributions under collective bargaining agreements; and other expenditures. Additional capital lease and other secured financing may also be used to fund capital expenditures.

In addition to the sources of liquidity discussed above, the Company currently has an effective registration statement on file with the Securities Exchange Commission that would allow the sale of any combination of debt or equity securities in one or more future public offerings. The ability to complete any such sale is subject to market conditions and there can be no assurance that any such sale will actually occur.

Financial Instruments: The Company has not historically entered into financial instruments for trading purposes, nor has the Company historically engaged in a program for hedging fuel prices. No such instruments were outstanding as of June 30, 2010 or December 31, 2009.

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Off-Balance-Sheet Arrangements

The Company’s off-balance-sheet arrangements include future minimum rental commitments, net of noncancelable subleases, of $53.7 million under operating lease agreements primarily for terminal facilities. The Company has no investments, loans or any other known contractual arrangements with unconsolidated special-purpose entities, variable interest entities or financial partnerships.

Balance Sheet Changes

Accounts Receivable: Accounts receivable, less allowances, increased $20.2 million from December 31, 2009 to June 30, 2010, primarily due to an increase in revenue levels in June 2010 compared to December 2009.

Prepaid and Refundable Income Taxes: Prepaid and refundable income taxes decreased $21.1 million from December 31, 2009 to June 30, 2010, reflecting federal and state income tax refunds of $31.5 million received during the six months ended June 30, 2010.

Accounts Payable: Accounts payable increased $13.1 million from December 31, 2009 to June 30, 2010, due to an increase in business levels in June 2010 compared to December 2009 and accruals of $6.0 million for revenue equipment received but not yet paid for as of June 30, 2010.

Long-Term Debt: Long-term debt, including the current portion, increased $13.2 million from December 31, 2009 to June 30, 2010, as a result of additional capital lease financing the Company has secured in 2010 related to ABF revenue equipment as further discussed in Financing Arrangements of the Liquidity and Capital Resources section of MD&A.

Income Taxes

The difference between the Company’s effective tax rate and the federal statutory rate primarily results from the effect of state income taxes, nondeductible expenses, changes in the cash surrender value of life insurance and, for the six months ended June 30, 2009, the alternative fuel tax credit. The alternative fuel tax credit, which expired on December 31, 2009, increased the effective tax benefit rate by 1.3% for the six months ended June 30, 2009. During the six months ended June 30, 2010, the Company received refunds of $31.5 million of federal and state taxes paid in prior years primarily from loss carrybacks allowed by the U.S. Internal Revenue Code. As a result of federal tax refunds received, the Company has realized $8.1 million of the federal tax benefit recorded in 2010.

At June 30, 2010, the Company had net deferred tax assets of $13.4 million. The Company has evaluated the need for a valuation allowance for deferred tax assets by considering the future reversal of existing taxable temporary differences, taxable income in prior carryback years and available tax-planning strategies. Deferred tax liabilities scheduled to reverse in future years will offset the majority of deferred tax assets. Federal legislative changes in 2009 allowed taxable losses for 2008 or 2009 to be carried back five years. After 2009, the federal loss carryback period reverts to two years. The Company had taxable income of $88.5 million, $122.1 million, $157.1 million and $99.5 million in 2007, 2006, 2005 and 2004, respectively. The Company has filed loss carryback returns and received refunds for losses incurred through February 28, 2010, the end of the Company’s tax year. In some cases, state taxes paid in prior years will also be available for recovery by carryback of losses incurred for 2009 through February 28, 2010. Because of uncertainty regarding the level and timing of future taxable income, the expectation of future taxable income alone does not make realization of deferred tax assets more likely than not. There are tax-planning strategies available which would support

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deferred tax assets recorded as of June 30, 2010. For example, certain expense components that generate deferred tax assets are eligible for a significantly longer carryback period if the Company so elects. Because there is sufficient taxable income in the longer carryback period, the assets related to these expense items are expected to be fully realized. Also, contributions to the Company’s nonunion pension plan prior to September 15, 2010 are also available to convert deferred tax assets to refundable taxes. The Company would need approximately $38 million of future taxable income to realize net deferred tax assets as of June 30, 2010. This amount does not consider the availability of the carryback of any future losses incurred nor does it consider available tax-planning strategies.

At June 30, 2010 and December 31, 2009, valuation allowances for deferred tax assets totaled $2.5 million and $3.0 million, respectively. The valuation allowance decreased by $0.5 million from December 31, 2009 to June 30, 2010 primarily due to the expiration of certain state net operating loss and contribution carryforwards and changes in estimates of foreign tax credits that are more likely than not to be realized. Valuation allowances related to state net operating losses and contribution carryovers for which realization is not more likely than not totaled $2.0 million and $2.2 million at June 30, 2010 and December 31, 2009, respectively. In addition, valuation allowances of $0.5 million and $0.8 million at June 30, 2010 and December 31, 2009, respectively, were related to foreign tax credit carryforwards and foreign net operating loss carryovers. Foreign tax credits can be carried forward; however, the annual amount that may be used is dependent on future foreign and U.S. taxable income and realization is not more likely than not. The need for additional valuation allowances will be continually monitored by management.

Financial reporting income differs significantly from taxable income because of such items as accelerated depreciation, pension accounting rules, and a significant number of liabilities such as vacation pay, workers’ compensation reserves and other reserves, which, for tax purposes, are generally only deductible when paid. In recent years, financial reporting income has exceeded taxable income. In 2009, and in the six months ended June 30, 2010, the financial reporting loss exceeded the tax loss.

Critical Accounting Policies

The Company’s accounting policies that are “critical,” or the most important, to understand the Company’s financial condition and results of operations and that require management of the Company to make the most difficult judgments are described in the Company’s 2009 Annual Report on Form 10-K. There have been no material changes in these critical accounting policies during the six months ended June 30, 2010.

Seasonality

ABF is impacted by seasonal fluctuations, which affect tonnage and shipment levels. Freight shipments, operating costs and earnings are also adversely affected by inclement weather conditions. The second and third calendar quarters of each year usually have the highest tonnage levels while the first quarter generally has the lowest, although other factors, including the state of the economy, may influence quarterly freight tonnage levels.

Effects of Inflation

Generally, inflationary and contractual increases in labor and fuel costs, which are discussed in the Results of Operations section of MD&A, have historically been offset through price increases and fuel surcharges. In periods of increasing fuel prices, the effect of higher associated fuel surcharges on the overall price to the customer influences ABF’s ability to obtain increases in base freight rates. In periods with declining fuel

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surcharge levels, the timing and extent of base price increases on ABF’s revenues may not correspond with contractual increases in wage rates and other inflationary increases in cost elements and as a result could impact the Company’s operating results. ABF’s revenue equipment (tractors and trailers used primarily in ABF’s operations) will likely be replaced during the replacement cycles at higher costs which could result in higher depreciation charges on a per-unit basis. ABF considers these costs in setting its pricing policies, although ABF’s overall freight rate structure is governed by market forces including the value provided to the customer. During the three and six months ended June 30, 2010, management believes ABF’s base LTL pricing declined compared to the same prior year periods. As discussed in the Results of Operations section of MD&A, the pricing environment has been very competitive during the economic recession and has limited ABF’s ability to offset inflationary and contractual cost increases.

Current Economic Conditions

Given the current economic environment and the uncertainties regarding the potential impact on ABF’s business, there can be no assurance that the Company’s estimates and assumptions regarding the pricing environment and the duration of the ongoing economic downturn, or the period of recovery, made for the purposes of impairment tests related to ABF’s operating assets and deferred tax assets will prove to be accurate predictions of the future.

Forward-Looking Statements

Statements contained in the MD&A section of this report that are not based on historical facts are “forward-looking statements.”  Terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “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, recessionary economic conditions; 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; 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 the Company’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 nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans; governmental regulations and policies; future climate change legislation; costs of continuing investments in technology; the timing and amount of capital expenditures; the cost, integration and performance of any future acquisitions; and other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission public filings.

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FINANCIAL INFORMATION

ARKANSAS BEST CORPORATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since December 31, 2009, there have been no significant changes in the Company’s market risks as reported in the Company’s 2009 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2010. There have been no changes in the Company’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II.

OTHER INFORMATION

ARKANSAS BEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS.

For information related to the Company’s legal proceedings, see Note J, Legal Proceedings, Environmental Matters and Other Events under Part I, Item 1 of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS.

The Company’s risk factors are fully described in the Company’s 2009 Annual Report on Form 10-K. No material changes to the Company’s risk factors have occurred since the Company filed its 2009 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)      Recent sales of unregistered securities.

None.

(b)      Use of proceeds from registered securities.

None.

(c)      Purchases of equity securities by the issuer and affiliated purchasers.

The Company has a program to repurchase $75.0 million of its Common Stock in the open market or in privately negotiated transactions. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board of Directors’ discretion. As of June 30, 2010, the Company has purchased 1,618,150 shares for an aggregate cost of $56.8 million, leaving $18.2 million available for repurchase under the program. The Company made no repurchases during the six months ended June 30, 2010.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following exhibits are filed or furnished with this report or are incorporated by reference to previously filed material:

Exhibit
No.
3.1	Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Form S-1 under the Securities Act of 1933 filed with the Securities and Exchange Commission (the “Commission”) on March 17, 1992, Commission File No. 33-46483, and incorporated herein by reference).
3.2	Certificate of Designations of $2.875 Series A Cumulative Convertible Exchangeable Preferred Stock of the Company (previously filed as Exhibit 3.2 to the Form 10-Q, filed with the Commission on May 5, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Form 8-K, filed with the Commission on April 24, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.4	Second Amended and Restated Bylaws of the Company dated as of April 21, 2009 (previously filed as Exhibit 3.2 to the Form 8-K, filed with the Commission on April 24, 2009, Commission File No. 000-19969, and incorporated herein by reference).
3.5*	Third Amended and Restated Bylaws of the Company dated as of April 22, 2010.
4.1	First Amended and Restated Rights Agreement, dated as of May 1, 2001 between Arkansas Best Corporation and Computershare Investor Services, LLC, as Rights Agent (including exhibits thereto) (previously filed as Exhibit 4.1 to the Form 8-A/A Amendment No. 2 filed with the Commission on May 16, 2001, Commission File No. 000-19969, and incorporated herein by reference).
4.2	Amendment to First Amended and Restated Rights Agreement, dated as of April 4, 2003 between Arkansas Best Corporation and LaSalle Bank, National Association, as Rights Agent (previously filed as Exhibit 4.2 to the Form 8-A/A Amendment No. 3 filed with the Commission on April 4, 2003, Commission File No. 000-19969, and incorporated herein by reference).
4.3	Second Amendment to First Amended and Restated Rights Agreement, dated as of May 18, 2007 between Arkansas Best Corporation and LaSalle Bank, National Association, as Rights Agent (previously filed as Exhibit 4.3 to the Form 8-K, filed with the Commission on May 18, 2007, Commission File No. 000-19969, and incorporated herein by reference).
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

37

Exhibit
No.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished herewith.

38

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: August 5, 2010	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President – Chief Executive Officer
	and Principal Executive Officer
Date: August 5, 2010	/s/ Michael E. Newcity
	Michael E. Newcity
	Vice President – Chief Financial Officer
	and Principal Financial Officer

39

EX-3.5

Exhibit 3.5

THIRD AMENDED AND RESTATED BYLAWS

OF ARKANSAS BEST CORPORATION

(A Delaware corporation)

AS OF APRIL 22, 2010

TABLE OF CONTENTS

		Page
ARTICLE I - OFFICES		1
Section 1.1.	Registered Office and Agent	1
Section 1.2.	Other Offices	1
ARTICLE II - MEETINGS OF STOCKHOLDERS		1
Section 2.1.	Places of Meetings	1
Section 2.2.	Annual Meetings	1
Section 2.3.	Special Meetings	1
Section 2.4.	Notice of Meetings	1
Section 2.5.	Quorum	2
Section 2.6.	Adjournments	2
Section 2.7.	Order of Business	2
Section 2.8.	Voting	2
Section 2.9.	Proxies	2
Section 2.10.	List of Stockholders	3
Section 2.11.	Conduct of Meeting	3
Section 2.12.	Inspectors	4
Section 2.13.	Business to be Brought Before Annual or Special Meetings	4
Section 2.14.	Certain Rules of Procedure Relating to Stockholder Meetings	9
Section 2.15.	Requests for Stockholder List and Corporation Records	9
ARTICLE III - BOARD OF DIRECTORS		10
Section 3.1.	General Powers	10
Section 3.2.	Number	10
Section 3.3.	Resignation	10
Section 3.4.	Vacancies	10
Section 3.5.	Nominations for Directors	11
Section 3.6.	Place of Meetings	11
Section 3.7.	Annual Meetings of Board	11
Section 3.8.	Regular Meetings of Board	11
Section 3.9.	Special Meetings of the Board	11
Section 3.10.	Telephone Meetings	11
Section 3.11.	Quorum	11
Section 3.12.	Procedure	12
Section 3.13.	Presumption of Assent	12
Section 3.14.	Compensation	12
Section 3.15.	Action Without Meeting	12
Section 3.16.	Retirement	12
ARTICLE IV - COMMITTEES		13
Section 4.1.	Designation; Powers	13
Section 4.2.	Number; Qualification; Term	13

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Section 4.3.	Committee Changes	13
Section 4.4.	Alternate Members of Committees	13
Section 4.5.	Regular Meetings	13
Section 4.6.	Special Meetings	13
Section 4.7.	Quorum; Majority Vote	13
Section 4.8.	Minutes	13
Section 4.9.	Compensation	14
ARTICLE V - OFFICERS		14
Section 5.1.	Officers	14
Section 5.2.	Removal and Resignation	14
Section 5.3.	Vacancies	14
Section 5.4.	Authority	14
Section 5.5.	Compensation	14
Section 5.6.	Chairman	14
Section 5.7.	President	14
Section 5.8.	Chief Financial Officer	15
Section 5.9.	Vice President	15
Section 5.10.	Treasurer	15
Section 5.11.	Secretary	16
Section 5.12.	Assistant Treasurers and Assistant Secretaries	16
ARTICLE VI - SHARES AND STOCKHOLDERS		16
Section 6.1.	Certificates Representing Shares	16
Section 6.2.	Transfer of Shares	17
Section 6.3.	Fixing Record Date	17
Section 6.4.	Registered Stockholders	17
Section 6.5.	Lost Certificates	18
Section 6.6.	Regulations	18
ARTICLE VII - MISCELLANEOUS PROVISIONS		18
Section 7.1.	Method of Notice	18
Section 7.2.	Waiver of Notice	18
Section 7.3.	Dividends	19
Section 7.4.	Seal	19
Section 7.5.	Fiscal Year	19
Section 7.6.	Securities of Other Corporations	19
Section 7.7.	Invalid Provisions	19
Section 7.8.	Mortgages, etc.	19
Section 7.9.	Headings	19
Section 7.10.	References	19
ARTICLE VIII - INDEMNIFICATION		20
Section 8.1.	Indemnification	20
ARTICLE IX - AMENDMENTS		22

ii

THIRD AMENDED AND RESTATED

BYLAWS

OF

ARKANSAS BEST CORPORATION

AS OF APRIL 22, 2010

ARTICLE I - OFFICES

SECTION 1.1.Registered Office and Agent. The registered office and registered agent of the corporation shall be as designated from time to time by the appropriate filing by the corporation in the office of the Secretary of State of the State of Delaware.

SECTION 1.2.Other Offices. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 2.1.Places of Meetings. Unless the Board of Directors shall fix another place for the holding of the meeting, meetings of stockholders shall be held at the corporation’s headquarters, 3801 Old Greenwood Road, Fort Smith, Arkansas, or at such other place within or without the State of Delaware as specified by the person or persons calling the meeting.

SECTION 2.2.Annual Meetings. Annual meetings of the stockholders for the election of directors and for such other business as may be stated in the notice of meeting, shall be held on the second Wednesday in May at 10:00 a.m., unless the Board of Directors shall fix a different date or time. At each annual meeting, the stockholders entitled to vote shall elect directors and may transact such other corporate business as may be properly brought before the meeting.  No business may be conducted at the annual meeting of stockholders except in accordance with the procedures set forth in Section 2.13.

SECTION 2.3.Special Meetings. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may only be called by (i) the Chairman of the Board, (ii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors, or (iii) the President.  Only business within the proper purpose or purposes described in the notice required by these bylaws may be conducted at a special meeting of the stockholders.

SECTION 2.4.Notice of Meetings. Written notice, stating the place, date, and time of each meeting of the stockholders, and the general nature of the business to be considered, shall be delivered to each stockholder not less than ten nor more than sixty days before the date of the meeting.  If such notice is to be sent by mail, it shall be directed to each stockholder at his address as it appears on the records of the corporation, unless he shall have filed with the Secretary of the corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address.  Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting

in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

SECTION 2.5.Quorum. At any meeting of stockholders, the holders of a majority of all the issued and outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.

If stockholders necessary for a quorum shall fail to be present at the time and place fixed for any meeting, the holders of a majority of the shares entitled to vote who are represented in person or by proxy may adjourn the meeting from time to time, until a quorum is present, and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 2.6.Adjournments.  If a quorum shall not be present, in person or by proxy, at any meeting of stockholders or any adjournment thereof, the chairman of the meeting or a majority in interest of the stockholders entitled to vote thereat who are present, in person or by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting (unless the Board of Directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be present, in person or by proxy.  At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present, in person or by proxy; provided that, if the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 2.7.Order of Business.  The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

SECTION 2.8.Voting. Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.  The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.9.Proxies.  (a) Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date of execution, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.

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(b)Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (a) of this Section, the following shall constitute a valid means by which a stockholder may grant such authority:

(i)A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee, or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

(ii)A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

(c)Any copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to subsection (b) of this Section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

SECTION 2.10.List of Stockholders. At least ten (10) days before each meeting of stockholders, the Secretary or other officer of the corporation who has charge of the corporation’s stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the Board of Directors, shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder present.

SECTION 2.11.Conduct of Meeting.  The Chairman of the Board of Directors, if such office has been filled, and, if not, or if the Chairman of the Board of Directors is absent or otherwise unable to act, the President shall preside at all meetings of stockholders.  The Secretary shall keep the records of each meeting of stockholders.  In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority

3

to act for such absent or non-acting officer under these Bylaws or by some person appointed by the meeting.

SECTION 2.12.Inspectors.  (a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting or any adjournment thereof and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b)The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting, the existence of a quorum and the validity and effect of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots, and (vi) do such acts as are proper to conduct the election or vote. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. No director or candidate for the office of director shall act as an inspector of an election of directors.  Inspectors need not be stockholders.

(c)The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Delaware Court of Chancery, upon application by a stockholder, shall determine otherwise.

(d)In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 2.9(b)(ii), ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons that represent more votes than the holder of a proxy is authorized by the record owner to cast, or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to Section 2.12(b)(v) of this Section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspector’s belief that such information is accurate and reliable.

SECTION 2.13.Business to be Brought Before Annual or Special Meetings.  All matters, including, without limitation, nominations of directors, to be considered and brought before any annual or special meeting of stockholders, whether or not such matter is to be, or has been, included in the corporation’s proxy statement prepared pursuant to the federal securities

4

laws, including the proxy rules set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be properly brought before any such meeting only if in compliance with the procedures set forth in this Section 2.13.

(a)Annual Meetings of Stockholders.

(i)At an annual meeting of the stockholders, only such business shall be conducted, or nominations of persons for election to the Board made, as shall have been properly brought before the meeting (x) pursuant to the corporation’s notice of meeting, (y) by or at the direction of a majority of the members of the Board of Directors, or (z) by any stockholder who (i) is a stockholder of record at the time of giving of notice provided for in this Bylaw and at the time of the annual meeting, (ii) is entitled to vote at such meeting, and (iii) complies with the notice procedures set forth in this Section 2.13 as to such business or nomination; the foregoing clause (z) shall be the exclusive means for a stockholder to make nominations or submit other business before an annual meeting of stockholders.

(ii)For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to clause (z) of Section 2.13(a)(i), the stockholder must have given timely notice thereof in writing to the Secretary of the corporation at the corporation’s principal executive offices and such other business must otherwise be a proper matter for stockholder action.  To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding year’s annual meeting, notice by the stockholder to be timely must be received not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 100th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation.  In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

To be in proper form, a stockholder’s notice (whether given pursuant to Section 2.13(a)(i) or pursuant to Section 2.13(b)) to the Secretary must:

(A)set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, if any, and the business address and telephone number of such stockholder and of the beneficial owner, if any, (ii) (A) the class or series and number of shares of the corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value

5

derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the corporation, (D) any short interest in any security of the corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(B)if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, including the exact text of any proposal to be presented for adoption, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(C)set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election

6

of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all biographical and related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws as if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(D)with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2.13(d).

The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(iii)Notwithstanding anything in the second sentence of Section 2.13(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by Section 2.13 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the corporation’s principal executive offices not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

(b)Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board of Directors, including on behalf of the Board of Directors by a Nominating Committee appointed by the Board of Directors, or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder who (a) is a stockholder of record at the time of giving of notice provided for in this bylaw and at the time of the special meeting, (b) is entitled to vote at the meeting, and (c) complies with the notice procedures set forth in

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Section 2.13 as to such nomination. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by Section 2.13(a)(ii) with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.13(d)) shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 100th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.

(i)Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to be nominees and serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in Section 2.13. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in Section 2.13 and, if any proposed nomination or business is not in compliance with Section 2.13, to declare that such defective proposal or nomination shall be disregarded.

(ii)For purposes of Section 2.13, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii)Notwithstanding the foregoing provisions of Section 2.13, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Section 2.13; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to clause (z) of Section 2.13(a)(i) or Section 2.13(b). Nothing in Section 2.13 shall eliminate or limit any obligations of any stockholder pursuant to Rule 14a-8 under the Exchange Act or any other applicable federal or state securities law with respect to that stockholder’s request to include proposals in the corporation’s proxy statement.

(d)Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the corporation, a person must

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deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.13) to the Secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.

SECTION 2.14.Certain Rules of Procedure Relating to Stockholder Meetings.  All stockholder meetings, annual or special, shall be governed in accordance with the following rules:

(a)Only stockholders of record will be permitted to present motions from the floor at any meeting of stockholders.

(b)The chairman of the meeting shall preside over and conduct the meeting and all questions of procedure or conduct of the meeting shall be decided solely by the chairman of the meeting. The chairman of the meeting shall have all power and authority vested in a presiding officer by law or practice to conduct an orderly meeting. Among other things, the chairman of the meeting shall have the power to adjourn or recess the meeting, to silence or expel persons to ensure the orderly conduct of the meeting, to declare motions or persons out of order, to prescribe rules of conduct and an agenda for the meeting, to impose reasonable time limits on questions and remarks by any stockholder, to limit the number of questions a stockholder may ask, to limit the nature of questions and comments to one subject matter at a time as dictated by any agenda for the meeting, to limit the number of speakers or persons addressing the chairman of the meeting or the meeting, to determine when the polls shall be closed, to limit the attendance at the meeting to stockholders of record, beneficial owners of stock who present letters from the record holders confirming their status as beneficial owners, and the proxies of such record and beneficial holders, and to limit the number of proxies a stockholder may name.

SECTION 2.15.Requests for Stockholder List and Corporation Records.  Stockholders shall have those rights afforded under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) to inspect a list of stockholders and other related records and make copies or extracts therefrom. Such request shall be in writing in compliance with

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Section 220 of the Delaware General Corporation Law.  In addition, any stockholder making such a request must agree that any information so inspected, copied or extracted by the stockholder shall be kept confidential, that any copies or extracts of such information shall be returned to the corporation and that such information shall only be used for the purpose stated in the request. Information so requested shall be made available for inspecting, copying or extracting at the principal executive offices of the corporation. Each stockholder desiring a photostatic or other duplicate copies of any of such information requested shall make arrangements to provide such duplicating or other equipment necessary in the city where the corporation’s principal executive offices are located. Alternative arrangements with respect to this Section 2.15 may be permitted in the discretion of the President of the corporation or by vote of the Board of Directors.

ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1.General Powers. The business and affairs of the corporation shall be managed by the Board of Directors. Subject to the restrictions imposed by law, the Certificate of Incorporation or these Bylaws, the Board of Directors may exercise all the powers of the corporation and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done by the stockholders.

SECTION 3.2.Number.

(a)At the 2010 annual meeting of stockholders of the corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2011 annual meeting of stockholders (which number of directors shall be approximately one-third of the total number of directors of the corporation); at the 2011 annual meeting of stockholders of the corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2012 annual meeting of stockholders (which number of directors shall be approximately two-thirds of the total number of directors of the corporation); and at the 2012 annual meeting of stockholders of the corporation, and each annual meeting of stockholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of stockholders.

(b)The number of directors shall be fixed from time to time by resolution of the Board of Directors. In case of any increase in the number of directors in advance of an annual meeting of stockholders, each additional director shall be elected by the directors then in office, although less than a quorum, to hold office until the next annual meeting of stockholders at which directors are elected. No decrease in the number of directors shall shorten the term of any incumbent director.

SECTION 3.3.Resignation. Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.4.Vacancies. In case of any vacancy in the Board of Directors through death, resignation, retirement, disqualification or other cause, the remaining directors, by vote of

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a majority thereof, may elect a successor to hold office for the unexpired portion of the term, and until the election of his successor.

SECTION 3.5.Nominations for Directors.  Nominations for election to the Board of Directors of the corporation at a meeting of the stockholders may be made by the Board of Directors, or on behalf of the Board of Directors by a Nominating Committee appointed by the Board of Directors, or by any stockholder who complies with the provisions of Section 2.13.

SECTION 3.6.Place of Meetings.  The directors may hold their meetings and may have an office and keep the books of the corporation, except as otherwise provided by statute, in such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting or duly executed waiver of notice of such meeting.

SECTION 3.7.Annual Meetings of Board. The annual meeting of the Board of Directors shall be held following the annual meeting of the stockholders and shall be a meeting of the directors elected at such meeting of stockholders plus all continuing directors. No notice shall be required.

SECTION 3.8.Regular Meetings of Board. Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors.  Notice of such regular meetings shall not be required.

SECTION 3.9.Special Meetings of the Board. Special meetings of the Board of Directors shall be held whenever called by the Chairman, the President, or a majority of the Board of Directors. At least 24 hours written or oral notice of each special meeting shall be given to each director. Notice of any such meeting need not be given to any party entitled to notice who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.  Such notice shall state the place, day and time of the meeting and the purpose or purposes for which the meeting is called.

SECTION 3.10.Telephone Meetings. Directors may attend any meeting of the Board of Directors or any committee thereof by conference telephone, radio, television, or similar means of communication by which all persons participating in the meeting can hear each other, and all members so attending shall be deemed present at the meeting for all purposes including the determination of whether a quorum is present.

SECTION 3.11.Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there is less than a quorum present, the majority of those present or any director solely present may adjourn the meeting from time to time without further notice until a quorum is present. At any such adjourned meeting, a quorum being present, any business may be transacted which might have been transacted at the original meeting. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, all actions of the Board of Directors shall be decided by vote of a majority of the directors present at a meeting at which a quorum is in attendance.

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SECTION 3.12.Procedure.  At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine.  The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board of Directors is absent or otherwise unable to act, the President, if he is a director, shall preside at all meetings of the Board of Directors.  In the absence or inability to act of either such officer, a chairman shall be chosen by the Board of Directors from among the directors present.  The Secretary of the corporation shall act as the secretary of each meeting of the Board of Directors unless the Board of Directors appoints another person to act as secretary of the meeting.  The Board of Directors shall keep regular minutes of its proceedings which shall be placed in the minute book of the corporation.

SECTION 3.13.Presumption of Assent.  A director of the corporation who is present at the meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who votes in favor of such action.

SECTION 3.14.Compensation. Directors, who are not officers of the corporation, shall receive such compensation as shall be fixed by resolution of the Board of Directors for their services as directors and as members of committees. Officers of the corporation shall not receive any compensation for serving on the Board of Directors or any of its committees. All directors are entitled to reimbursement for fees and expenses incurred for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 3.15.Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a vote of the Board of Directors or committee members, as the case may be, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person.

SECTION 3.16.Retirement.  On April 1, 2012, any Director who has reached the age of 75 shall submit his or her resignation from the Board effective on the date of the 2012 annual meeting of shareholders.  Thereafter a Director reaching 75 years of age shall submit his or her resignation from the Board effective on the date of the annual meeting of shareholders following his or her 75th birthday.

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ARTICLE IV - COMMITTEES

SECTION 4.1.Designation; Powers.  The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees.  Each committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution and as permitted by applicable law.

SECTION 4.2.Number; Qualification; Term.  Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire Board of Directors.  The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board of Directors.  Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director.

SECTION 4.3.Committee Changes.  The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

SECTION 4.4.Alternate Members of Committees.  The Board of Directors may designate one or more directors as alternate members of any committee.  Any such alternate member may replace any absent or disqualified member at any meeting of the committee.  If no alternate committee members have been so appointed to a committee or each such alternate committee members is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

SECTION 4.5.Regular Meetings.  Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by resolution by the committee and communicated to all members thereof.

SECTION 4.6.Special Meetings.  Special meetings of any committee may be held whenever called by the chairman of such committee who shall cause notice of such special meeting, including therein the day, time and place of such special meeting, to be given to each committee member at least 24 hours before such special meeting.

SECTION 4.7.Quorum; Majority Vote.  At meetings of any committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business.  If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.  The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

SECTION 4.8.Minutes.  Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board.  The minutes of the proceedings of each committee shall be delivered to the Secretary of the corporation for placement in the minute books of the corporation.

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SECTION 4.9.Compensation.  Committee members may, by resolution of the Board of Directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

ARTICLE V - OFFICERS

SECTION 5.1.Officers. The officers of the corporation shall consist of at least a President and a Secretary, and shall be elected by the Board of Directors. In addition, the Board of Directors may elect a Chairman, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, a Senior Vice President, one or more Vice Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death, until he shall resign or shall have been removed in the manner hereinafter provided, and, in the case of the Chairman of the Board, until he shall cease to be a director.  Except for the Chairman of the Board, none of the officers of the corporation need be directors. The officers shall be elected at such times as the Board of Directors shall determine. More than two offices may be held by the same person.

SECTION 5.2.Removal and Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.  Any officer may resign at any time by giving written notice to the corporation; provided, however, that written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary shall be deemed to constitute notice to the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.3.Vacancies.  Any vacancy occurring in any office of the corporation (by death, resignation, removal, or otherwise) may be filled by the Board of Directors.

SECTION 5.4.Authority.  Officers shall have such authority and perform such duties in the management of the corporation as are provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

SECTION 5.5.Compensation.  The compensation, if any, of officers and agents shall be fixed from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to a committee of the Board, the Chairman of the Board or the President the power to determine the compensation of any officer or agent (other than the officer to whom such power is delegated).

SECTION 5.6.Chairman. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board of Directors. The Chairman shall also preside at all meetings of the stockholders and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 5.7.President. The President shall have general powers of oversight, supervision and management of the business and affairs of the corporation, and see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have the

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power to appoint and remove subordinate officers, agents and employees, including Assistant Secretaries and Assistant Treasurers, except that the President may not remove those elected or appointed by the Board of Directors.

In the event another executive officer has been designated Chief Executive Officer of the corporation by the Board of Directors, then (i) such other executive officer shall have all of the powers granted by these Bylaws to the President and such other responsibilities, duties and powers as may from time to time be designated by the Board of Directors; and (ii) the President shall, subject to the powers of supervision and control thereby conferred upon the Chief Executive Officer, be the chief operating officer of the corporation and shall have all necessary powers to discharge such responsibility including general supervision of the affairs of the corporation and general and active control of all of its business.

The President or, if applicable, the Chief Executive Officer, shall perform all the duties and have all the powers of the Chairman of the Board in the absence, inability to act or refusal to act, of the Chairman of the Board.  As between the corporation and third parties, any action taken by the President in the performance of the duties of the Chairman of the Board shall be conclusive evidence that there is no Chairman of the Board or that the Chairman of the Board is absent or unable or refuses to act.

SECTION 5.8.Chief Financial Officer. The Chief Financial Officer shall, subject to the power of the Chief Executive Officer and President, have general and active control of all of the financial matters of the corporation and shall have all necessary powers to discharge such responsibility, and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President, or the Chairman may prescribe.

He shall be authorized to execute bonds, mortgages, and other contracts on behalf of the corporation, except where required or permitted by law or these Bylaws to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

SECTION 5.9.Vice President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors, the Chairman of the Board, or the President, and (in order of their seniority as determined by the Board of Directors, or in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during that officer’s absence, inability to act or refusal to act.  As between the corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability or refusal to act of the President at the time such action was taken.

SECTION 5.10.Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the President, taking proper vouchers for such disbursements.

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SECTION 5.11.Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer and President, or by the directors upon whose requisition the meeting is called as provided in these Bylaws. He shall record, or cause to be recorded, all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any Assistant Secretary.

SECTION 5.12.Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors, the Chairman of the Board, or the President.  The Assistant Treasurers (in the order of their seniority as determined by the Board of Directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act, but such delegation shall not relieve the Treasurer from his responsibilities and liabilities of office. The Assistant Secretaries (in the order of their seniority as determined by the Board of Directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

ARTICLE VI - SHARES AND STOCKHOLDERS

SECTION 6.1.Certificates Representing Shares. The shares of stock of the corporation may be issued in book-entry form or evidenced by certificates. However, every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of, the corporation by the Chairman of the Board, President or a Vice President and the Treasurer, Secretary, Assistant Treasurer or Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. Any and all signatures on a certificate for shares of stock of the corporation may be facsimiles, engraved or printed and may be sealed with the seal of the corporation (which seal may be a facsimile, engraved or printed). If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Certificates for shares of stock of the corporation shall be consecutively numbered and shall be entered in the books of the corporation as they are issued and shall exhibit the holder’s name and the number of shares. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of any certificate which the corporation shall issue to represent such class or series of stock provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of any certificate which the corporation shall issue to represent such class or series of stock

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a statement that the corporation will furnish without charge to each stockholder who so requests the designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights.

SECTION 6.2.Transfer of Shares. Subject to valid transfer restrictions, by agreement or otherwise, and to stop-transfer orders directed in good faith by the corporation to any transfer agent to prevent possible violations of federal or state securities laws, rules, or regulations, or for any other lawful purpose, shares of stock of the corporation shall be transferable only on the books of the corporation by the holders in person or by their duly authorized attorneys or legal representatives on surrender of the certificates therefore properly endorsed and by registered owners of uncertificated shares. Subject to the restrictions and provisions of the immediately preceding sentence, upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon payment of all taxes as may be imposed by law, the corporation or its transfer agent shall issue a new certificate (or provide for book-entry form for such shares) to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

SECTION 6.3.Fixing Record Date.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to receive any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 6.4.Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of any share or shares to receive dividends, and to vote as such owner, and for all other purposes as such owner; and the

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corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

SECTION 6.5.Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and give the corporation a bond with a surety or sureties satisfactory to the corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

SECTION 6.6.Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Bylaws, concerning the issuance, transfer and registration of certificated or uncertificated shares of stock of the corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

ARTICLE VII - MISCELLANEOUS PROVISIONS

SECTION 7.1.Method of Notice.  Whenever by statute, the Certificate of Incorporation, or these Bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, telex or telefax).  Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid.  Any notice required or permitted to be given by overnight courier service shall be deemed to be delivered and given at the time delivered to such service with all charges prepaid and addressed as aforesaid.  Any notice required or permitted to be given by telegram, telex or telefax shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid.

SECTION 7.2.Waiver of Notice. Whenever any notice is required to be given to any stockholder, director or committee member of the corporation by statute, the Certificate of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the

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express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 7.3.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem advisable. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 7.4.Seal. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation, and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.5.Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 7.6.Securities of Other Corporations.  With the prior approval of a majority of the corporation’s Board of Directors, the Chairman of the Board, the President, or any Vice President, the corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the corporation and to make, execute, and deliver any waiver, proxy or consent with respect to any such securities.

SECTION 7.7.Invalid Provisions.  If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

SECTION 7.8.Mortgages, etc.  With respect to any deed, deed of trust, mortgage or other instrument executed by the corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the corporation shall not be necessary to constitute such deed, deed of trust, mortgage or other instrument a valid and binding obligation against the corporation unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary.

SECTION 7.9.Headings.  The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

SECTION 7.10.References.  Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.

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ARTICLE VIII - INDEMNIFICATION

SECTION 8.1.Indemnification.

(a)The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)To the extent that a present or former director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d)Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in

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subsections (a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees or agents shall be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

(f)The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g)The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VIII.

(h)For purposes of this Article VIII, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(i)For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with

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respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VIII.

(j)The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)A director’s or officer’s right to indemnification and advancement of expenses vests at the time such person becomes a director or officer of the corporation or begins serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(l)Any repeal or amendment of this Article VIII shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the corporation with respect to any claim arising from or related to the services of such director or officer prior to any such repeal or amendment of this Article VIII.

ARTICLE IX - AMENDMENTS

These Bylaws may be altered, amended or repealed or new bylaws may be adopted at any annual meeting of the stockholders, or at any special meeting of the stockholders if notice thereof is contained in the notice of such special meeting, by the affirmative vote of 75% of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice thereof is contained in the notice of such special meeting.

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EX-31.1

EXHIBIT 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Judy R. McReynolds, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Arkansas Best Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 5, 2010	/s/ Judy R. McReynolds
		Judy R. McReynolds
		President – Chief Executive Officer and Principal Executive Officer

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EX-31.2

EXHIBIT 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Micheal E. Newcity, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Arkansas Best Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 5, 2010	/s/ Michael E. Newcity
		Michael E. Newcity
		Vice President – Chief Financial Officer and Principal Financial Officer

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EX-32

EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, (the “Report”) by Arkansas Best Corporation (the “Registrant”), each of the undersigned hereby certifies that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	ARKANSAS BEST CORPORATION
	(Registrant)
Date: August 5, 2010	/s/ Judy R. McReynolds
	Judy R. McReynolds
	President – Chief Executive Officer and Principal Executive Officer
	ARKANSAS BEST CORPORATION
	(Registrant)
Date: August 5, 2010	/s/ Michael E. Newcity
	Michael E. Newcity
	Vice President – Chief Financial Officer
	and Principal Financial Officer

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