UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 2011
o	Transition 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 (State or other jurisdiction of
incorporation or organization) 71-0673405 (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 29, 2011
Common Stock, $0.01 par value	25,421,887 shares

ARKANSAS BEST CORPORATION

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets — June 30, 2011 and December 31, 2010	3
	Consolidated Statements of Operations — For the Three and Six Months Ended June 30, 2011 and 2010	5
	Consolidated Statement of Stockholders’ Equity — For the Six Months Ended June 30, 2011	6
	Consolidated Statements of Cash Flows — For the Six Months Ended June 30, 2011 and 2010	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Removed and Reserved	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
SIGNATURES		40
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		41
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		42
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		43

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30 2011		December 31 2010
	(Unaudited)
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	114,834	$	102,578
Short-term investments	37,579		39,288
Restricted cash equivalents and short-term investments	51,681		51,661
Accounts receivable, less allowances (2011 — $5,737; 2010 — $3,944)	170,660		145,426
Other accounts receivable, less allowances (2011 — $1,214; 2010 — $1,254)	7,415		8,157
Prepaid expenses	9,422		10,258
Deferred income taxes	35,596		32,681
Prepaid and refundable income taxes	2,209		3,958
Other	5,221		5,677
TOTAL CURRENT ASSETS	434,617		399,684
PROPERTY, PLANT AND EQUIPMENT
Land and structures	241,082		243,981
Revenue equipment	551,411		530,424
Service, office and other equipment	167,329		163,732
Leasehold improvements	21,198		21,890
	981,020		960,027
Less allowances for depreciation and amortization	582,686		552,781
	398,334		407,246
OTHER ASSETS	54,564		54,021
	$	887,515	$	860,951

See notes to consolidated financial statements.

3

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS — continued

	June 30 2011			December 31 2010
	(Unaudited)
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	15,820		$	13,023
Accounts payable	82,950			62,134
Income taxes payable	348			196
Accrued expenses	157,589			144,543
Current portion of long-term debt	15,386			14,001
TOTAL CURRENT LIABILITIES	272,093			233,897
LONG-TERM DEBT, less current portion	38,160			42,657
PENSION AND POSTRETIREMENT LIABILITIES	65,204			65,421
OTHER LIABILITIES	17,713			19,827
DEFERRED INCOME TAXES	17,878			19,405
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value, authorized 70,000,000 shares; issued 2011: 27,099,819 shares; 2010: 26,934,847 shares	271			269
Additional paid-in capital	284,771			281,169
Retained earnings	283,034			292,129
Treasury stock, at cost, 1,677,932 shares	(57,770		)	(57,770		)
Accumulated other comprehensive loss	(33,839		)	(36,053		)
TOTAL STOCKHOLDERS’ EQUITY	476,467			479,744
	$	887,515		$	860,951

See notes to consolidated financial statements.

4

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30						Six Months Ended June 30
	2011			2010			2011			2010
	(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	498,550		$	411,347		$	933,481		$	771,237
OPERATING EXPENSES AND COSTS	489,552			422,157			946,475			817,313
OPERATING INCOME (LOSS)	8,998			(10,810		)	(12,994		)	(46,076		)
OTHER INCOME (EXPENSE)
Interest and dividend income	273			274			516			608
Interest expense and other related financing costs	(932		)	(434		)	(1,927		)	(999		)
Other, net	281			(457		)	2,892			211
	(378		)	(617		)	1,481			(180		)
INCOME (LOSS) BEFORE INCOME TAXES	8,620			(11,427		)	(11,513		)	(46,256		)
INCOME TAXES
Current provision (benefit)	3,132			(847		)	2,392			(9,336		)
Deferred provision (benefit)	37			(3,232		)	(6,569		)	(8,200		)
	3,169			(4,079		)	(4,177		)	(17,536		)
NET INCOME (LOSS)	5,451			(7,348		)	(7,336		)	(28,720		)
LESS: NONCONTROLLING INTEREST IN NET INCOME OF SUBSIDIARY	153			96			174			116
NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION	$	5,298		$	(7,444	)	$	(7,510	)	$	(28,836	)
EARNINGS (LOSS) PER COMMON SHARE
Basic	$	0.20		$	(0.30	)	$	(0.30	)	$	(1.15	)
Diluted	$	0.20		$	(0.30	)	$	(0.30	)	$	(1.15	)
AVERAGE COMMON SHARES OUTSTANDING
Basic	25,411,339			25,182,579			25,358,130			25,137,886
Diluted	25,411,942			25,182,579			25,358,130			25,137,886
CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.03		$	0.03		$	0.06		$	0.06

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, 2010	26,935	$	269	$	281,169		$	292,129		1,678	$	(57,770	)	$	(36,053	)	$	479,744
Net loss (excluding noncontrolling interest in net income of subsidiary of $174)							(7,510		)								(7,510		)
Change in foreign currency translation, net of tax of $18														28			28
Amortization of unrecognized net periodic benefit costs, net of tax of $1,394:
Net actuarial loss														2,249			2,249
Prior service credit														(58		)	(58		)
Change in fair value of available for sale security, net of tax of $2														(5		)	(5		)
Total comprehensive loss																	(5,296		)
Issuance of common stock under share-based compensation plans	165	2		761													763
Tax effect of share-based compensation plans and other				(858		)											(858		)
Share-based compensation expense				3,699													3,699
Dividends declared on common stock							(1,585		)								(1,585		)
Balances at June 30, 2011	27,100	$	271	$	284,771		$	283,034		1,678	$	(57,770	)	$	(33,839	)	$	476,467

See notes to consolidated financial statements.

6

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30
	2011			2010
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net loss	$	(7,336	)	$	(28,720	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	35,971			36,096
Other amortization	123			133
Pension settlement expense	—			178
Share-based compensation expense	3,699			2,158
Provision for losses on accounts receivable	1,122			303
Deferred income tax benefit	(6,569		)	(8,200		)
Gain on sale of property and equipment	(873		)	(72		)
Changes in operating assets and liabilities:
Receivables	(25,756		)	(20,857		)
Prepaid expenses	836			1,399
Other assets	146			706
Income taxes	2,417			21,605
Accounts payable, accrued expenses and other liabilities	29,352			14,499
NET CASH PROVIDED BY OPERATING ACTIVITIES	33,132			19,228
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases and notes payable	(18,766		)	(3,399		)
Proceeds from sales of property and equipment	3,370			2,676
Purchases of short-term investments	(12,250		)	(27,542		)
Proceeds from sales of short-term investments	14,125			57,916
Capitalization of internally developed software and other	(2,183		)	(2,293		)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(15,704		)	27,358
FINANCING ACTIVITIES
Payments on long-term debt	(6,994		)	(3,011		)
Proceeds from issuance of long-term debt	—			11,416
Net change in bank overdraft	2,797			(11,844		)
Change in restricted cash equivalents and short-term investments	(20		)	(983		)
Deferred financing costs	(133		)	—
Payment of common stock dividends	(1,585		)	(1,554		)
Proceeds from the exercise of stock options and other	763			515
NET CASH USED IN FINANCING ACTIVITIES	(5,172		)	(5,461		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	12,256			41,125
Cash and cash equivalents at beginning of period	102,578			39,332
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	114,834		$	80,457
NONCASH INVESTING ACTIVITIES
Accruals for equipment received	$	5,358		$	5,931
Equipment financed under capital leases and notes payable	$	3,882		$	4,779

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 2011, 76% of ABF’s employees were covered under a five-year collective bargaining agreement with the International Brotherhood of Teamsters (the “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 2010 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 and accompanying notes are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.

8

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE B — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Instruments

The following table presents the components of cash and cash equivalents, short-term investments and restricted funds:

	June 30 2011		December 31 2010
	($ thousands)
Cash and cash equivalents
Cash deposits(1)	$	57,471	$	63,282
Variable rate demand notes(1)(2)	29,626		—
Money market funds(3)	27,737		39,296
	$	114,834	$	102,578
Short-term investments
Certificates of deposit(1)	$	37,579	$	39,288
	$	37,579	$	39,288
Restricted cash equivalents and short-term investments(4)
Cash deposits(1)	$	5,983	$	2,816
Certificates of deposit(1)	40,612		43,758
Money market funds(3)	5,086		5,087
	$	51,681	$	51,661

(1)Recorded at cost plus accrued interest, which approximates fair value.

(2)Amounts may be redeemed on a daily basis as presented to the original issuer.

(3)Recorded at fair value as determined by quoted market prices (see amounts presented in the table of financial assets measured at fair value within this note).

(4)Amounts restricted for use are subject to change based on the requirements of the Company’s collateralized facilities (see Note D).

The Company’s long-term investment financial instruments are presented in the table of financial assets measured at fair value within this note.

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 and corporate issuers 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, 2011 and December 31, 2010, cash and certificates of deposit of $47.4 million and $48.1 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 measurements are based on observable and unobservable inputs of market data and 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 (Company’s market assumptions) that are significant to the valuation model.

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

			June 30, 2011
			Fair Value Measurements Using
	Total		Level 1		Level 2		Level 3
			($ thousands)
Money market funds(1)	$	32,823	$	32,823	$	—	$	—
Auction rate debt security(2)	849		—		849		—
Equity, bond and money market mutual funds held in trust related to the Voluntary Savings Plan(3)	3,947		3,947		—		—
	$	37,619	$	36,770	$	849	$	—

			December 31, 2010
			Fair Value Measurements Using
	Total		Level 1		Level 2		Level 3
			($ thousands)
Money market funds(1)	$	44,383	$	44,383	$	—	$	—
Auction rate debt security(2)	848		—		848		—
Equity, bond and money market mutual funds held in trust related to the Voluntary Savings Plan(3)	5,761		5,761		—		—
	$	50,992	$	50,144	$	848	$	—

(1)Included in cash equivalents and restricted cash equivalents.

(2)Consists of an insured available for sale auction rate debt security for which the underlying debt instrument matures in 2025. The security is valued using the income approach with inputs derived from observable market data and recorded at fair value plus accrued interest in other long-term assets. An unrealized gain, net of taxes, related to the security was included in accumulated other comprehensive loss as of June 30, 2011 and December 31, 2010 (see Note F).

(3)Nonqualified deferred compensation plan investments consist 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. Quoted market prices are used to determine fair values of the investments which are included in other long-term assets, with a corresponding liability reported within other long-term liabilities.

NOTE C — INCOME TAXES

The Company’s statutory federal tax rate is 35%. Federal tax benefits can be recorded for losses at the effective tax rate provided the benefits are more likely than not to be realized by the Company through loss carrybacks, offset against future taxable income or offset against reversing temporary differences which result in taxable income in excess of financial reporting income. State tax rates vary among states and average approximately 6.0% to 6.5% although some state rates are much higher and some states do not impose an income tax. The Company can record state tax benefits for losses if the same criteria as described above for federal tax benefits are met. The effective tax benefit rates for the six months ended June 30, 2011 and 2010 were 36.3% and 37.9%, 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 policy proceeds, the alternative fuel tax credit and changes in valuation allowances

10

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

primarily for deferred state income tax assets. The alternative fuel tax credit expired on December 31, 2009 and in December 2010 was retroactively reinstated to January 1, 2010. The alternative fuel tax credit recorded for the six months ended June 30, 2011 amounted to $0.5 million with no comparable credit recorded in the same period of 2010. During the six months ended June 30, 2011, the Company received refunds of $1.0 million of federal and state taxes paid in prior years, primarily from loss carrybacks, and the Company paid federal, state and foreign income taxes of $0.8 million.

NOTE D — LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

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

	June 30		December 31
	2011		2010
	($ thousands)
Capital lease obligations	$	51,552	$	56,658
Note payable	1,994		—
	53,546		56,658
Less current portion	15,386		14,001
Long-term debt, less current portion	$	38,160	$	42,657

The future minimum payments of long-term debt obligations as of June 30, 2011 are shown in the table below.

			Capital Lease		Note
	Total		Obligations(1)		Payable
	($ thousands)
Due in one year or less	$	17,340	$	16,700	$	640
Due after one year through two years	22,137		21,439		698
Due after two years through three years	12,362		11,664		698
Due after three years through four years	2,555		2,496		59
Due after four years through five years	2,433		2,433		—
Due after five years	803		803		—
Total minimum payments	57,630		55,535		2,095
Less amounts representing interest	4,084		3,983		101
Present value of net minimum payments included in long-term debt	$	53,546	$	51,552	$	1,994

(1)Minimum payments of capital lease obligations include maximum amounts due under rental adjustment clauses contained in the capital lease agreements.

11

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Assets held under capital leases or securitized by a note payable were included in property, plant and equipment as follows:

	June 30		December 31
	2011		2010
	($ thousands)
Land and structures (terminals)	$	1,794	$	1,794
Revenue equipment	65,397		61,515
Service, office and other equipment	1,813		1,813
	69,004		65,122
Less accumulated amortization(1)	17,283		10,058
	$	51,721	$	55,064

(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 agreement, which matures on February 18, 2013, 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 pays annual fees equal to 0.575% 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 having consolidated tangible net worth, as defined, of $375.0 million and maintaining certain characteristics of the receivables, such as rates of delinquency, default and dilution. As of June 30, 2011, the Company was in compliance with the covenants. There have been no borrowings under this facility, and the borrowing capacity was at the facility limit of $75.0 million as of June 30, 2011.

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 LC Agreements require cash or short-term investments to be pledged as collateral for outstanding letters of credit. As of June 30, 2011, the Company had $45.7 million of letters of credit outstanding of which $45.2 million were collateralized by restricted cash equivalents and short-term investments under the LC Agreements. The Company has $39.4 million available as of June 30, 2011 for the issuance of letters of credit under the LC Agreements and committed by the financial institutions subject to the Company’s compliance with the requirements of issuance.

The Company also has a program in place with an insurance carrier for the issuance of surety bonds in support of the self-insurance program mentioned in the previous paragraph. As of June 30, 2011, surety bonds outstanding related to the self-insurance program totaled $12.7 million collateralized by $6.5 million of restricted short-term investments in certificates of deposit.

In June 2011, the Company entered into a master security agreement to finance the purchase of revenue equipment during 2011. The master security agreement provides for funding structured as promissory notes totaling up to $28.5 million. The Company entered into a 36-month promissory note under the master security agreement to finance $2.0 million of revenue equipment purchased in June 2011. As of June 30, 2011, $2.0 million was outstanding under the note payable, of which $1.4 million was included in long-term debt and $0.6 million was included in current portion of long-term debt.

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
	2011			2010			2011		2010		2011			2010
	($ thousands)
Service cost	$	2,164		$	2,236		$	—	$	—	$	56		$	35
Interest cost	2,488			2,734			96		103		196			217
Expected return on plan assets	(3,146		)	(3,043		)	—		—		—			—
Amortization of transition obligation	—			—			—		—		—			33
Amortization of prior service credit	—			(1		)	—		—		(47		)	—
Pension settlement expense	—			—			—		178		—			—
Amortization of net actuarial loss and other	1,730			1,896			82		70		28			5
Net periodic benefit cost	$	3,236		$	3,822		$	178	$	351	$	233		$	290

	Six Months Ended June 30
	Nonunion Defined						Supplemental				Postretirement
	Benefit Pension Plan						Benefit Pension Plan				Health Benefit Plan
	2011			2010			2011		2010		2011			2010
	($ thousands)
Service cost	$	4,328		$	4,472		$	—	$	—	$	112		$	70
Interest cost	4,977			5,468			193		208		391			435
Expected return on plan assets	(6,292		)	(6,086		)	—		—		—			—
Amortization of transition obligation	—			—			—		—		—			67
Amortization of prior service credit	—			(3		)	—		—		(95		)	—
Pension settlement expense	—			—			—		178		—			—
Amortization of net actuarial loss and other	3,460			3,794			164		129		56			9
Net periodic benefit cost	$	6,473		$	7,645		$	357	$	515	$	464		$	581

The Company’s full-year 2011 nonunion defined benefit pension plan expense is estimated to be $12.9 million compared to $15.3 million for the year ended December 31, 2010. The Company does not have a required minimum cash contribution but, depending on all relevant factors, could make contributions to its nonunion defined benefit pension plan in 2011. 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 for which the Company may make discretionary contributions on an annual basis.

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 25 multiemployer pension plans, which vary in size and in funded status. In the event of the termination of a multiemployer pension plan or if ABF were to withdraw from a multiemployer pension plan, under current law, ABF would have material liabilities for its share of the unfunded vested liabilities of each such plan. Multiemployer

13

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

plans that enter reorganization status subject contributing employers to an increased contribution requirement, but will generally not require a contribution increase of more than 7% over the level required in the preceding year. 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.

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 2010 Annual Report on Form 10-K.

NOTE F — STOCKHOLDERS’ EQUITY

Comprehensive Income (Loss)

	Three Months Ended					Six Months Ended
	June 30					June 30
	2011		2010			2011			2010
	($ thousands)
Total comprehensive income (loss)	$	6,402	$	(6,510	)	$	(5,296	)	$	(26,624	)

Accumulated Other Comprehensive Loss

	June 30			December 31
	2011			2010
	($ thousands)
Pre-tax amounts:
Foreign currency translation	$	(468	)	$	(514	)
Unrecognized net periodic benefit costs	(55,122		)	(58,707		)
Increase in fair value of available for sale security	195			202
Total	$	(55,395	)	$	(59,019	)
After-tax amounts:
Foreign currency translation	$	(287	)	$	(315	)
Unrecognized net periodic benefit costs	(33,679		)	(35,870		)
Increase in fair value of available for sale security	127			132
Total	$	(33,839	)	$	(36,053	)

Dividends on Common Stock

On July 22, 2011, the Company’s Board of Directors declared a dividend of $0.03 per share payable to stockholders of record as of August 5, 2011.

14

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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

	2011				2010
	Per Share		Amount		Per Share		Amount
	($ thousands, except per share data)
First quarter	$	0.03	$	788	$	0.03	$	777
Second quarter	$	0.03	$	797	$	0.03	$	777
Third quarter (2011 amount estimated)	$	0.03	$	797	$	0.03	$	786

NOTE G — EQUITY-BASED COMPENSATION

Stock Awards

As of June 30, 2011, 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, as amended, provides for the granting of 2.2 million shares, which may be awarded 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 unexercised will be included in the shares available for grant under the 2005 Plan. As of June 30, 2011, 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, 2011	991,685		$	29.46
Granted	316,600		$	22.60
Vested	(155,700	)	$	37.49
Forfeited	(5,647	)	$	27.48
Outstanding — June 30, 2011	1,146,938		$	26.51

15

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Stock Options

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

					Weighted-
					Average
			Weighted-		Remaining
	Shares		Average		Contractual	Intrinsic
	Under Option		Exercise Price		Term	Value(1)
					(Years)
Outstanding — January 1, 2011	442,357		$	27.08
Granted	—		$	—
Exercised	(34,900	)	$	24.38
Forfeited	(31,740	)	$	25.84
Outstanding — June 30, 2011(2)	375,717		$	27.43	1.6	$	600

(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, 2011 over the exercise price of the option.

(2)Options outstanding at June 30, 2011 are vested and available to be exercised.

NOTE H — EARNINGS PER SHARE

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

	Three Months Ended						Six Months Ended
	June 30						June 30
	2011			2010			2011			2010
	($ thousands, except share and per share data)
Basic earnings (loss) per share
Numerator:
Net income (loss) attributable to Arkansas Best Corporation	$	5,298		$	(7,444	)	$	(7,510	)	$	(28,836	)
Effect of unvested restricted stock awards	(213		)	—			(60		)	(17		)
Adjusted net income (loss)	$	5,085		$	(7,444	)	$	(7,570	)	$	(28,853	)
Denominator:
Weighted-average shares	25,411,339			25,182,579			25,358,130			25,137,886
Earnings (loss) per common share	$	0.20		$	(0.30	)	$	(0.30	)	$	(1.15	)
Diluted earnings (loss) per share
Numerator:
Net income (loss) attributable to Arkansas Best Corporation	$	5,298		$	(7,444	)	$	(7,510	)	$	(28,836	)
Effect of unvested restricted stock awards	(213		)	—			(60		)	(17		)
Adjusted net income (loss)	$	5,085		$	(7,444	)	$	(7,570	)	$	(28,853	)
Denominator:
Weighted-average shares	25,411,339			25,182,579			25,358,130			25,137,886
Effect of dilutive securities	603			—			—			—
Adjusted weighted-average shares and assumed conversions	25,411,942			25,182,579			25,358,130			25,137,886
Earnings (loss) per common share	$	0.20		$	(0.30	)	$	(0.30	)	$	(1.15	)

Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock and restricted stock units, which are considered participating securities.

16

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

For the 2011 periods presented, outstanding stock awards of 0.9 million were not included in the diluted earnings per share calculations because their inclusion would have the effect of increasing the earnings per share for the three months ended June 30, 2011 and decreasing the loss per share for the six months ended June 30, 2011. For the three and six months ended June 30, 2010, outstanding stock awards of 0.7 million were not included in the diluted earnings 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 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.

17

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

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
	2011			2010			2011			2010
	($ thousands)
OPERATING REVENUES
ABF	$	458,521		$	379,443		$	860,880		$	712,468
Other revenues and eliminations	40,029			31,904			72,601			58,769
	$	498,550		$	411,347		$	933,481		$	771,237
OPERATING EXPENSES AND COSTS
ABF
Salaries, wages and benefits	$	273,262		$	248,985		$	535,755		$	485,424
Fuel, supplies and expenses	88,327			64,729			167,722			125,641
Operating taxes and licenses	11,572			10,718			22,993			21,209
Insurance	6,513			5,929			12,993			10,111
Communications and utilities	3,731			3,313			7,711			7,179
Depreciation and amortization	17,376			16,908			34,620			34,706
Rents and purchased transportation	48,384			39,849			90,857			73,941
Gain on sale of property and equipment	(784		)	(126		)	(884		)	(424		)
Other	1,951			1,734			3,548			2,958
	450,332			392,039			875,315			760,745
Other expenses and eliminations	39,220			30,118			71,160			56,568
	$	489,552		$	422,157		$	946,475		$	817,313
OPERATING INCOME (LOSS)
ABF	$	8,189		(12,596		)	$	(14,435	)	$	(48,277	)
Other income and eliminations	809			1,786			1,441			2,201
	8,998			(10,810		)	(12,994		)	(46,076		)
OTHER INCOME (EXPENSE)
Interest and dividend income	273			274			516			608
Interest expense and other related financing costs	(932		)	(434		)	(1,927		)	(999		)
Other, net(1)	281			(457		)	2,892			211
	(378		)	(617		)	1,481			(180		)
INCOME (LOSS) BEFORE INCOME TAXES	$	8,620		$	(11,427	)	$	(11,513	)	$	(46,256	)

(1)    Other, net includes changes in cash surrender value of life insurance policies and gains from policy proceeds.

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, routine legal matters are not expected to have a material adverse effect on the Company’s financial condition, cash flows or

18

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

results of operations; however, the Company is currently involved in certain legal proceedings, as further described below, for which the outcome and the related financial impact cannot be determined at this time.

Legal Proceedings

National Master Freight Agreement

On November 1, 2010, ABF Freight System, Inc. filed a grievance with the National Grievance Committee, consisting of union and employer representatives established by the National Master Freight Agreement (the “NMFA”) for resolving national contract disputes, against the following parties: the IBT; the Teamsters National Freight Industry Negotiating Committee; Trucking Management, Inc. (“TMI”); every Teamster Local Union that is party to the NMFA; and YRC Inc., New Penn Motor Express, Inc. and USF Holland, Inc. (collectively “YRC”). A lawsuit was simultaneously filed in the United States District Court for the Western Division of Arkansas (the “Trial Court”) against the parties previously named and Teamster Local Unions 373 and 878 individually and as representatives of a class of Teamsters Local Unions that are parties to the NMFA. The lawsuit seeks appointment of a third party neutral tribunal to rule on the grievance in place of the National Grievance Committee or, alternatively, for the Trial Court to rule on the lawsuit.

The grievance and lawsuit assert that ABF Freight System, Inc. is an equal signatory to the NMFA which, as a national collective bargaining agreement, is designed to establish a single national standard for wages and other employment terms for all employers who are parties to the agreement. However, ABF Freight System, Inc. has not been granted the same wage and benefit concessions under the NMFA as YRC since 2009. The grievance filed by ABF Freight System, Inc. is a claim that the IBT and the other named parties have violated the NMFA. The grievance and lawsuit seek to declare the amendments made to the NMFA on behalf of YRC null and void. The grievance and lawsuit also seek payment for damages associated with the amendments on behalf of YRC.

On December 20, 2010, the Trial Court granted motions filed by the IBT, the Teamsters National Freight Industry Negotiating Committee, Teamsters Local Unions 373 and 878 and, separately, by YRC to dismiss the lawsuit for lack of subject matter jurisdiction. On January 18, 2011, ABF Freight System, Inc. filed an appeal in the United States Court of Appeals for the Eighth Circuit (St. Louis) (the “Court of Appeals”). On April 12, 2011, the Court of Appeals held a hearing regarding the dismissal of the lawsuit and oral arguments were presented on behalf of ABF Freight System, Inc. On July 6, 2011, the Court of Appeals reversed the Trial Court’s decision and remanded the case to the Trial Court for further proceedings. Although the outcome of the continued legal proceedings cannot be predicted at this time, ABF Freight System, Inc. will continue to pursue the legal actions and damages which management believes are necessary for ABF to achieve an equitable cost structure and to compete effectively in the LTL industry.

PODS Enterprises, Inc.

On January 12, 2011, PODS Enterprises, Inc. (“PODS”) filed a lawsuit in the U.S. District Court — Middle District of Florida against ABF Freight System, Inc. alleging that the use of the term “pods” on the ABF Web site amounts to trademark infringement, dilution and unfair competition under federal and Florida state law. This lawsuit follows ABF’s petition to cancel the PODS trademarks with the U.S. Patent and Trademark Office due to the fact that the use of the term “pod” for a storage container is generic, and that certain registrations are invalid because they describe an element of PODS services. The lawsuit filed by PODS seeks to order the removal of the PODS trademark from the ABF Web site and advertisements, find the trademarks of PODS valid and enforceable and terminate the petition to cancel filed by ABF, and award PODS damages in an amount to be proven at trial plus PODS’ legal fees. ABF Freight System, Inc. has denied any liability with respect to these claims and intends to defend itself vigorously. On March 25, 2011, ABF Freight System, Inc. filed an Answer and Counterclaim alleging that PODS violated federal and Florida antitrust laws. On April 15, 2011, PODS filed a response and Motion to Dismiss the lawsuit. This litigation matter is in a preliminary stage and, at this time, management is unable to determine the amount of any liability that may result from this matter. Management believes ABF’s usage of pods-related terms has been appropriate, that the legal allegations against ABF Freight System, Inc. are without merit and, although there can be no assurances in this regard, that an unfavorable outcome is unlikely based on the widespread use of the generic term by the public and the industry, the lack of consumer confusion, and the defense of “fair use” provided under federal law.

19

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Environmental Matters

The Company’s subsidiaries store fuel for use in tractors and trucks in 71 underground tanks located in 23 states. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company believes 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 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, 2011 and December 31, 2010, the Company’s reserve for estimated environmental clean-up costs of properties currently or previously operated by the Company totaled $0.9 million and $1.3 million, respectively, which 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.

NOTE K — SUBSEQUENT EVENTS

In June 2009, the Company acquired a 75% controlling interest in a privately held logistics business, which the Company has consolidated and reported within the Company’s operations other than ABF. In July 2011, the Company acquired the outstanding 25% equity interest in this logistics business for $4.1 million. For periods presented in the consolidated financial statements prior to the July 2011 transaction, the 25% noncontrolling interest in net assets of the subsidiary was reported within other long-term liabilities, and the noncontrolling interest in net income of the subsidiary was presented on a separate line in the consolidated statements of operations. These accounts will no longer be reported in the consolidated financial statements for periods subsequent to the July 2011 transaction.

20

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

General

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 Arkansas Best Corporation (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, 2010. The Company’s 2010 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.

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, which represented 92% of consolidated revenues for the six months ended June 30, 2011, is the Company’s only reportable operating segment.

Results of Operations

Consolidated Results

	Three Months Ended June 30
	2011		2010
	($ thousands, except workdays and per share data)
WORKDAYS	63.5		63.5
OPERATING REVENUES
ABF	$	458,521	$	379,443
Other revenues and eliminations	40,029		31,904
	$	498,550	$	411,347
OPERATING INCOME (LOSS)
ABF	$	8,189	$	(12,596	)
Other income and eliminations	809		1,786
	$	8,998	$	(10,810	)
NET INCOME (LOSS) ATTRIBUTABLE TO ARKANSAS BEST CORPORATION	$	5,298	$	(7,444	)
DILUTED INCOME (LOSS) PER SHARE	$	0.20	$	(0.30	)

21

	Six Months Ended June 30
	2011			2010
	($ thousands, except workdays and per share data)
WORKDAYS	127.5			126.5
OPERATING REVENUES
ABF	$	860,880		$	712,468
Other revenues and eliminations	72,601			58,769
	$	933,481		$	771,237
OPERATING INCOME (LOSS)
ABF	$	(14,435	)	$	(48,277	)
Other income and eliminations	1,441			2,201
	$	(12,994	)