8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported):  June 14, 2012 (June 14, 2012)

ARKANSAS BEST CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

3801 Old Greenwood Road Fort Smith, Arkansas	72903
(Address of principal executive offices)	(Zip Code)

(479) 785-6000

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 7.01 - Regulation FD Disclosure

On June 14, 2012, Arkansas Best Corporation (Nasdaq: ABFS) (“Arkansas Best”) issued a press release announcing that it had entered into a definitive agreement to acquire Panther Expedited Services, Inc., a Delaware corporation (“Panther”), from Fenway Partners LLC for approximately $180 million, subject to post-closing adjustments, with all of Panther’s outstanding debt being repaid as part of the transaction.  The press release also announced that Arkansas Best will be hosting a conference call on Thursday, June 14, 2012, at 8:30 a.m., ET, to discuss the details of the proposed transaction.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  The investor presentation to be discussed on the conference call is attached as Exhibit 99.2 to this Current Report on Form 8-K.

FORWARD LOOKING STATEMENTS

Certain statements and information in this Current Report Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions and the negatives of such terms are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts.  Our forward-looking statements and forecasts involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

·general economic conditions and related shifts in market demand that impact the performance and needs of industries served by Arkansas Best Corporation’s subsidiaries and limit our customers’ access to adequate financial resources;

·the closing of the Panther acquisition and related bank financing and the successful integration of Panther;

·relationships with employees, including unions;

·union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans;

·competitive initiatives, pricing pressures, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates and the inability to collect fuel surcharges;

·availability of fuel;

·availability and cost of reliable third-party services;

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·the timing and amount of capital expenditures;

·future costs of operating expenses such as fuel and related taxes;

·self-insurance claims and insurance premium costs;

·governmental regulations and policies;

·future climate change legislation;

·availability and cost of capital and financing arrangements;

·the cost and timing of growth initiatives;

·the impact of our brand and corporate reputation;

·the cost, integration and performance of any future acquisitions;

·costs of continuing investments in technology and the impact of cyber incidents;

·weather conditions; and

·other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best’s Securities and Exchange Commission (“SEC”) public filings.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 14, 2012.
99.2	Investor presentation, dated June 14, 2012.

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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:	June 14, 2012	s/ Michael R. Johns
		Michael R. Johns
		Vice President — General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 14, 2012.
99.2	Investor presentation, dated June 14, 2012.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ARKANSAS BEST CORPORATION AGREES TO ACQUIRE

PREMIUM LOGISTICS COMPANY PANTHER EXPEDITED SERVICES, INC.

·Transaction Expected to Significantly Enhance Arkansas Best’s End-To-End Solutions Offering

·Offers Asset-Light Platform for Growth in $700 Billion Transportation and Logistics Market

(Fort Smith, Arkansas, June 14, 2012) — Arkansas Best Corporation (Nasdaq: ABFS), a leading provider of freight transportation and logistics solutions, today announced it has entered into a definitive agreement to acquire Panther Expedited Services, Inc. (“Panther”), from Fenway Partners LLC, a leading middle market private equity firm. The total transaction value is approximately $180 million, subject to post-closing adjustments, with all of Panther’s outstanding debt being repaid as part of the transaction.  The acquisition is scheduled to close on or about June 15, 2012, subject to customary conditions, including the funding of a new term loan agreement for Arkansas Best.

Panther is North America’s largest independent expedited transportation and premium logistics provider.  Panther reported approximately $215 million in revenue (unaudited) and $24 million of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) in 2011. (“Adjusted EBITDA”, for this purpose, includes adjustments for management fees/expenses.) Panther’s specialized equipment, technology and expertise in expedited transportation, premium logistics and global forwarding will enhance Arkansas Best’s end-to-end solutions offering, providing more of the services that customers increasingly demand.  The current Panther management team is expected to remain in place to manage and grow the business.

“Panther Expedited Services is an excellent strategic fit for our company and our customers as we seek to offer end-to-end logistics solutions for progressively more complex supply chains,” said Arkansas Best President and Chief Executive Officer Judy R. McReynolds.  “We are very enthusiastic about this unique transaction, which met all of our criteria for growth among many options we analyzed for several years.”

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McReynolds added, “With Panther operating as a sister company to ABF Freight System, our core LTL business, we are better positioned to serve as a premier one-source logistics partner to our customers as their shipping needs rapidly evolve.  Importantly, we are also creating a more flexible cost structure required to compete in today’s demanding global marketplace.”

The acquisition is expected to deliver a number of strategic benefits to Arkansas Best including:

·Enhanced end-to-end logistics solutions and expertise including time-sensitive, high-value freight services

·Platform for growth in the broader $700 billion transportation and logistics market

·Expanded customer base and cross-selling opportunities with the addition of more than 11,000 Panther customers in attractive end markets

·Existing, experienced management team to operate and grow the business

·Proprietary, scalable technology platform and expertise

·Combined organization with compelling financial profile and balance sheet

·Combined revenues of over $2.1 billion and combined 2011 Adjusted EBITDA of $123 million

·Accretive to earnings per share beginning in third quarter 2012, before considering synergies

·Modest combined leverage of approximately 1.4x combined 2011 Adjusted EBITDA

Andrew Clarke, President and CEO of Panther Expedited Services, said, “We are thrilled to become part of Arkansas Best, a widely respected organization in the LTL industry and transportation marketplace.  We share a commitment to superior customer service.  Both our companies have expedited transportation solutions, but with different, complementary operating models and minimal customer overlap.  Upon the close of this transaction, Panther employees will have access to a much broader sales organization nationwide and a parent company with significant resources.  We’re excited about the opportunities to grow and expand the services now available to us with this new strategic owner and a capital structure that enables us to invest in our business.”

Transaction Summary

Arkansas Best expects to fund the $180 million purchase price with $80 million in cash and a five-year $100 million senior secured term loan, which can be increased to $175 million through an accordion feature.

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Following the close of the transaction, Panther will operate as a wholly owned subsidiary of Arkansas Best and a sister company to ABF.  Andrew Clarke will remain with Panther as President and CEO, reporting directly to Ms. McReynolds.  Additionally, all other members of the Panther executive team are expected to remain in their current roles with the company.

In 2011, Panther reported gross revenues of approximately $215 million (unaudited) and Adjusted EBITDA of $24 million. Panther’s Adjusted EBITDA has averaged more than $20 million since 2006 despite the recent economic downturn.

Stifel Nicolaus Weisel acted as financial advisor to Arkansas Best for the transaction while J.P. Morgan Securities LLC acted as financial advisor for Fenway Partners and Panther.  U.S. Bank National Association is acting as the lead arranger of the loan syndicate for the transaction.  Stephens Inc. provided a fairness opinion to Arkansas Best.  Vinson & Elkins acted as legal advisor to Arkansas Best.  Scudder Law Firm acted as legal advisor to Fenway Partners and Panther.

Conference Call

Arkansas Best Corporation will host a conference call with company executives to discuss the details of the transaction.  The call will be today, Thursday, June 14, at 8:30 a.m. ET (7:30 a.m. CT).  Interested parties are invited to listen by calling (800) 410-4177.  Following the call, a recorded playback will be available through the end of the day on July 14, 2012.  To listen to the playback, dial (800) 633-8284 or (402) 977-9140 (for international callers).  The conference call ID for the playback is 21595624.  The conference call, investor presentation and call playback can also be accessed, through July 14, on Arkansas Best’s website at arkbest.com.

About Arkansas Best Corporation

Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a freight transportation services and solutions provider. Through its various subsidiaries, Arkansas Best offers a wide variety of logistics solutions including: domestic and global transportation of less-than-truckload (“LTL”) and full load shipments, expedited and time-definite delivery solutions, freight brokerage, oversight of roadside assistance and equipment services for commercial vehicles, and household goods moving market services for consumers, corporations and the military. More information is available at arkbest.com and abf.com.

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About Panther

Panther is a Seville, Ohio, based asset-light provider of expedited ground and freight forwarding services and one of the largest premium logistics companies in the world.  Panther provides door-to-door transportation solutions for more than 11,000 customers worldwide, including Fortune 500 corporations, government agencies and blue-chip transportation service providers.  The company was founded in 1992 and is currently a portfolio company of Fenway Partners.  Additional information about Panther is available at pantherexpedite.com.

Forward-Looking Statements

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

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The following table is a reconciliation of GAAP earnings to Adjusted EBITDA, which is considered a non-GAAP financial measure. Management believes EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. However, these financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as defined by generally accepted accounting principles. Other companies may calculate Adjusted EBITDA differently, and therefore the Company’s Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

	Year Ended December 31, 2011
	Arkansas Best Corporation		Panther Expedited Services, Inc. (Unaudited)			Total Combined
	($ millions)
NON-GAAP RECONCILIATION
Net Income (Loss)	$	6.2	$	(3.4	)
Interest Expense, Net	2.9		15.9
Income Taxes (Benefit)	3.2		(1.6		)
Depreciation and Amortization (1)	87.5		10.3
EBITDA	$	99.8	$	21.2
Adjustments for management fees/expenses	—		2.3
Adjusted EBITDA	$	99.8	$	23.5		$	123.3

(1)Arkansas Best amortization includes share-based compensation and amortization of unrecognized actuarial losses, which are included in Arkansas Best’s cash flows from operations, as defined by generally accepted accounting principles.

Contact:	Investors:	David Humphrey, Vice President - Investor Relations & Corporate Communications, Arkansas Best Corporation, 479-785-6200
	Media:	Kathy Fieweger, MWW Group, 312-981-8550

END OF RELEASE

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EX-99.2

Exhibit 99.2

June 14, 2012 Investor Presentation

Arkansas Best Corporation Post Office Box 10048 (72917-0048) 3801 Old Greenwood Road Fort Smith, Arkansas 72903 Judy R. McReynolds President & Chief Executive Officer Michael E. Newcity Vice President - Chief Financial Officer David Humphrey Vice President, Investor Relations and Corporate Communications Phone: 479-785-6200 Fax: 479-785-6004 Email: dhumphrey@arkbest.com Arkansas Best Corporation 1

Forward-Looking Statements The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this report that are not based on historical facts are “forward-looking statements.” Terms such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “predict,” “prospects,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. Such statements are by their nature subject to uncertainties and risk, including, but not limited to general economic conditions and related shifts in market demand that impact the performance and needs of industries served by Arkansas Best Corporation’s subsidiaries and limit our customers’ access to adequate financial resources; the closing of the Panther acquisition and related bank financing and the successful integration of Panther; relationships with employees, including unions; union and nonunion employee wages and benefits, including changes in required contributions to multiemployer pension plans; competitive initiatives, pricing pressures, the effect of volatility in fuel prices and the associated changes in fuel surcharges on securing increases in base freight rates and the inability to collect fuel surcharges; availability of fuel; availability and cost of reliable third-party services; the timing and amount of capital expenditures; future costs of operating expenses such as fuel and related taxes; self-insurance claims and insurance premium costs; governmental regulations and policies; future climate change legislation; availability and cost of capital and financing arrangements; the cost and timing of growth initiatives; the impact of our brand and corporate reputation; the cost, integration and performance of any future acquisitions; costs of continuing investments in technology and the impact of cyber incidents; weather conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best Corporation’s Securities and Exchange Commission public filings. Arkansas Best Corporation 2

Transaction Summary Type Transaction Purchase Price Financing Expected Close Acquisition of Panther Expedited Services, Inc. Stock purchase Seller will use a portion of their proceeds to payoff all of Panther’s outstanding debt $180M cash consideration 7.6x 2011 Adjusted EBITDA1 Subject to working capital adjustment at closing $80M cash on hand $100M new term loan, interest rate at close to be L+175 June 15, 2012 3 Panther’s EBITDA adjusted for management fees / expenses

Corporate Growth Strategy Growth and diversification strategy Focus on providing integrated logistics solutions to customers Growth through organic investment and strategic acquisitions Methodical, multi-year analysis of options for diversification Strategic advisory group engaged in 2008 to help assess organizational strengths, aspirations, and corresponding growth opportunities Identified non-asset logistics as key space for business expansion Complementary to our asset-based core LTL business Aligned with organizational competencies Value creation for customers through integrated supply chain solutions Market research and our internal feedback show that customers demand more than specialization in one piece of supply chain Strategic acquisition search Engaged Stifel Nicolaus Weisel as financial advisor Numerous potential acquisition targets evaluated to date Search focused on platform companies with strong management and scalable technology Panther specifically has been under consideration for several years 4

Why We Are Acquiring Panther Expedited Services Significantly advances ABC’s long-term growth and diversification strategy Asset-light premium logistics platform Provides enhanced end-to-end logistics solutions that our customers increasingly demand $215M reported revenue, $24M Adjusted EBITDA1 in FY2011 Excellent strategic fit Increases breadth of service offerings Expedited transportation and freight forwarding Specialized technology and equipment Expands customer base and business diversification Attractive cross-selling opportunities with established base of 50,000 active ABF customers Strong management team to operate and grow business Scalable, enterprise-level IT Compelling financial profile Accretive to EPS beginning in Q3 2012 before considering synergies Combined leverage of approximately 1.4x 2011 Adjusted EBITDA1, $92M remaining cash balance2, $167M remaining total liquidity3 Free cash flow profile drives increased ROCE; 2011 combined Adjusted EBITDA1 of $123M Approximate $8M after-tax interest savings resulting from elimination of legacy Panther debt Exciting short-term and long-term revenue synergy opportunities 5 Panther’s EBITDA adjusted for management fees / expenses Based on Arkansas Best’s December 31, 2011, balance after giving effect to the transaction Includes Arkansas Best’s unrestricted cash, short-term investments and availability on A/R securitization facility as of December 31, 2011 (1) (2) (3)

Panther at a Glance Business Description Key Facts Revenue by Service and End Market Historical Financial Profile Panther is North America’s largest independent expedited transportation provider Expanding platform in premium freight logistics and freight forwarding Significant diversification of customer base over past 5 years Diversified, global, non-asset based transportation network Highly efficient operations with superior on-time performance Proprietary, integrated, and scalable technology platform Over 11,000 customers, largest is <3% of revenue Headquarters: Seville, OH Employees: 368 Founded: 1992 2011 Owner Operators: 1,007 Services: Ground Expedited, Premium Logistics, Truckload Brokerage, Air and Ocean Freight Forwarding, Transportation Management North America Ground Expedited 66% Premium Logistics 19% Air & Ocean Freight 15% 3PL & Other 36% Automotive 22% Manufacturing 22% Gov’t, Life Sciences, High Value Product 20% Service End Market 6 Panther’s EBITDA adjusted for management fees / expenses (2010 and 2011) and IPO preparatory costs (2010 only) 2010 2011 Revenue $196M $215M % Growth 24% 9% Gross Profit $54M $61M % Margin 27% 28% Adj. EBITDA 1 $16M $24M % Margin 8% 11%

Panther Market Size and Opportunity Exclusive-use vehicles for time-critical, door-to-door shipments Pick up within 90 minutes and delivery within 15 minutes of customer specifications Delivery anywhere and by any mode to meet required transit time Narrow pick up & delivery windows Specialized requirements such as temperature-control, government certifications, special security, oversized shipments and more Arrangement of air and ocean freight movements Primarily international freight, typically requiring offices or agents in both countries People and systems are the assets 7 Sources: Armstrong & Associates, management estimates Entirely outsourced transportation of a whole company or a specific location Often consists of load planning, routing, mode selection, payment, and reporting Transportation generally brokered to third parties Transportation Management market size measured in total freight under management 1 Arrangement of ground freight movements Primarily truckload, but also includes rail intermodal Third-party carriers hired by broker to transport shipments Freight Brokerage Expedited Transportation Transportation Management Freight Brokerage $41B Transportation Management $16B Expedited Transportation $4B Air & Ocean Freight Forwarding $46B Premium Logistics $20B Air & Ocean Freight Forwarding Premium Logistics (1)

Combined ABF / Panther Market Size and Opportunity 8 Sources: Armstrong & Associates, Arkansas Best Economic Analysis, management estimates Transportation Management market size measured in total freight under management (1) Approximate Total Opportunity: $200B

Opportunities for ABF / Panther Customers Shipments primarily move through ABF's LTL network; currently outsource "hot shot" shipments to providers like Panther. ABF customers gain better access to Panther “hot shot” service. Expedited Transportation Direct door-to-door service via exclusive-use vehicles without the need to transfer freight. Panther customers gain improved access to ABF’s expedited LTL for ground forwarding needs. Consistently handle shipments other carriers will not; do the difficult things well. ABF customers gain access to Panther Premium Logistics services. Premium Logistics Certifications, systems, equipment and expertise enable precision solutions for difficult shipments in classified government cargo, life science shipments, high-tech equipment, etc. ABF customers gain access to additional Panther air capabilities. Air Freight Forwarding Robust IT and air forwarding partnerships allow significant capacity and capability to transport more difficult shipments like oversized cargo; operational presence in key air forwarding cities. Less-than-container (LCL) and Full-container (FCL) services offered. Can connect seamlessly with ABF LTL and warehousing networks for supply chain solution from Asian port to consumer door. Ocean Freight Forwarding Less-than-container (LCL) and Full-container (FCL) services offered. Robust premium offerings like refrigerated container service with temperature monitoring. Primarily truckload brokerage and intermodal services; emerging as a standalone business. Freight Brokerage Focused on customer truckload requirements that may be beyond scope of branded Panther services. Transaction allows expansion into LTL via ABF. ABF customers specifically demanding this service gain access to Panther TMS offering. Transportation Management New offering allowing Panther to provide full-service third party logistics support to customers; IBM cloud-based SaaS solution that is easily deployed to manage complex supply chains. 9

Combined Company Investment Highlights 10 Enhanced End-to-End Solutions Offering for Customers Diversified Revenue Stream and End Markets Served Cohesive Approach to Market Attractive Financial Profile Strong Balance Sheet Experienced Management Team ABF LTL, ground expedited, freight forwarding, truck brokerage, warehousing, transportation management, other services Strong brand recognition across portfolio Access to a greater piece of the transportation and logistics market Expanded presence in life sciences, government, and high value product (electronics, banking, entertainment) end markets Customer-driven solutions focused on value creation Investment in people and technology Tactical problem solving and empathetic business partnerships Accretive to EPS beginning in Q3 2012 (before considering operating synergies) Strong cash flow generation $92M cash and equivalents balance1, $167M total liquidity2 post-transaction Total debt / 2011 Adjusted EBITDA3 of approximately 1.4x Low leverage environment within which Panther can thrive Deep experience in transportation and logistics Demonstrated track record of successfully integrating acquisitions Panther management to be retained and report to Judy McReynolds Based on Arkansas Best’s December 31, 2011, balance after giving effect to the transaction Includes Arkansas Best’s unrestricted cash, short-term investments and availability on A/R securitization facility as of December 31, 2011 Panther’s EBITDA adjusted for management fees / expenses (1) (2) (3)

Organizational Structure Panther Expedited will operate as a subsidiary of Arkansas Best Corporation Sister company with ABF Freight System, Inc. Andy Clarke will report to Judy McReynolds Panther will be managed independently from ABF Locations will remain in place Management to be retained Maintaining separate customer-facing sales teams Trained and coordinated sales forces and support functions 11 Arkansas Best Corporation ABF Panther Emergency and Preventative Maintenance Truck Brokerage and Management Special Services Logistics ABF remains focused on core business issues Multiemployer pension plan Legal action to address NMFA inequities New collective bargaining agreement Long-term best practices across companies Technology-based solutions Taking care of our customers, their companies, and their cargo Asset 2011 Revenues1 $1.73 billion Asset-Light / Non-Asset 2011 Combined Revenues1 $419 million Revenue before intercompany eliminations (1)

Combined Financial Data Revenue 1 Adjusted EBITDA 2 Cash Flow from Operations Net Capital Expenditures 12 $1,854 $2,123 $48.7 $123.3 $36.2 $112.3 Revenue before intercompany eliminations Panther’s EBITDA adjusted for management fees / expenses (2010 and 2011) and IPO preparatory costs (2010 only) ($ in millions) ($ in millions) ($ in millions) ($ in millions) $79.0 $43.9 $41.9 $76.6 $2.0 $2.4 2010 2011 ABC Panther $1,658 $1,908 $196 $215 2010 2011 ABC Panther $32.7 $99.8 $16.0 $23.5 2010 2011 ABC Panther $26.3 $100.9 $9.9 $11.4 2010 2011 ABC Panther

Combined Capitalization 13 Arkansas Best Corporation 2011 Standalone Multiple of EBITDA Adjusted Combined 2011 Multiple of Combined Adj. EBITDA2 Cash and short term investments 1 Capital lease obligations Notes payable New term loan Total debt Net debt $175.3 44.3 26.7 - $71.0 ($104.3) - 0.4x 0.3x - 0.7x (1.0x) $92.3 44.3 26.7 100.0 $171.0 $78.7 0.4x 0.2x 0.8x - 1.4x 0.6x Excludes restricted cash; reduction in cash includes transaction costs and expenses Based on 2011 Adjusted EBITDA of $123.3M. Panther’s EBITDA adjusted for management fees / expenses Includes unrestricted cash, short-term investments and availability on A/R securitization facility Liquidity 3 $250.3 $167.3

14 New Term Loan Summary Facility Syndication Maturity Amortization $100.0M Senior Secured Term Loan U.S. Bank (Bookrunner, Lead Arranger, Administrative Agent) BB&T, PNC Bank (Agents) Five Years $10.0M in Year 1; $12.5M in Year 2; $15.0M in Year 3; $17.5M in Year 4; $17.5M in Year 5 (all payments in quarterly installments) Accordion Feature Up to $75.0M Pricing Grid pricing (L+125 to L+250) Interest rate at close to be L+175 Financial Covenants Fixed Charge Coverage Ratio, Adjusted Leverage Ratio

15 Recent Core Business Improvements Operating Ratio 1 Billed Revenue / CWT Tonnage (thousands of tons) (1) Adjusted for pension settlement expense (pre-tax) and goodwill impairment (2009 only) 2011 pricing efforts improved ABF’s broad base of accounts Primed for more profitable growth with existing accounts at better pricing levels Continued focus on growing new business profitably Improved cash flows – now able to fund capital expenditures through operational cash flows Pursuing solutions to ABF’s higher cost structure Litigation to address issues in NMFA violations Seeking solutions to multi-employer pension plan orphan issue Current labor contract ends on March 31, 2013 ABF executives and leadership will continue to focus on ABF core operational efforts Panther team will remain focused on Panther business ABC leadership will continue to provide support for ABF, Panther, and other subsidiaries $24.49 $24.41 $26.86 $20.00 $22.00 $24.00 $26.00 $28.00 $30.00 2009 2010 2011 2,785 3,074 3,198 2,500 2,700 2,900 3,100 3,300 3,500 2009 2010 2011 107.4 103.9 99.7 95.0 100.0 105.0 110.0 2009 2010 2011

16 APPENDIX I: Non-GAAP Reconciliation Panther Arkansas Panther Arkansas Expedited ($ Millions) Best Expedited Total Best Services, Inc. Total Corporation Services, Inc. Combined Corporation (unaudited) Combined NON-GAAP RECONCILIATION Net Income (Loss) $ (32.7) $ (8.4) $ 6.2 $ (3.4) Interest Expense, Net 1.7 16.2 2.9 15.9 Income Taxes (Benefit) (21.4) (4.8) 3.2 (1.6) Depreciation & Amortization1 85.1 9.5 87.5 10.3 EBITDA 32.7 12.5 99.8 21.2 Adjustments for IPO costs (2010 only) and management fees/expenses 3.5 2.3 Adjusted EBITDA $ 32.7 $ 16.0 $ 48.7 $ 99.8 $ 23.5 $ 123.3 2010 2011 The following table is a reconciliation of GAAP earnings to Adjusted EBITDA, which is considered a non-GAAP financial measure. Management believes EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure financial performance and ability to service debt obligations. However, these financial measures should not be construed as better measurements than operating income, operating cash flow, net income or earnings per share, as defined by generally accepted accounting principles. Other companies may calculate Adjusted EBITDA differently, and therefore the Company's Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Arkansas Best amortization includes share-based compensation and amortization of unrecognized actuarial losses, which are included in Arkansas Best’s cash flows from operations, as defined by generally accepted accounting principles.