8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 23, 2008 (April 23, 2008)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

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

3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(479) 785-6000

(Address, including zip code, and telephone number, including area code, of

the registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 23, 2008, Arkansas Best Corporation issued a press release announcing its first quarter 2008 results. A copy of the press release is furnished as an exhibit to this Report on Form 8-K.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release of Arkansas Best Corporation dated April 23, 2008.

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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:   April 23, 2008	/s/ Judy R. McReynolds
	Judy R. McReynolds,
	Senior Vice President, Chief Financial Officer and Treasurer

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ARKANSAS BEST CORPORATION
ANNOUNCES A 78% INCREASE IN
FIRST QUARTER 2008 NET INCOME

     (Fort Smith, Arkansas, April 23, 2008) — Arkansas Best Corporation (Nasdaq: ABFS) today announced a 78% increase in first quarter 2008 net income of $8.5 million, or $0.34 per diluted common share, compared to $4.8 million, or $0.19 per diluted common share, in the first quarter of 2007. Arkansas Best’s 2008 first quarter revenue grew to $447.5 million from $427.8 million in the first quarter of last year.

ABF Freight System, Inc.^®

     ABF Freight System, Inc., the company’s largest subsidiary, had first quarter 2008 revenue of $427.7 million, a per-day increase of 4.5% compared to first quarter 2007 revenue of $412.6 million. Operating income in this year’s first quarter was $12.9 million compared to $5.8 million during the first quarter of 2007. ABF’s first quarter 2008 operating ratio improved to 97.0% from 98.6% during the first quarter of 2007. “During the first three months of this year, ABF displayed solid execution and provided excellent service to our customers in the midst of what continues to be a difficult freight environment,” said Robert A. Davidson, Arkansas Best President and Chief Executive Officer.

     ABF’s first quarter 2008 total weight per day was flat compared to the first quarter of 2007. “Though business levels remain depressed, quarterly year-over-year tonnage trends have continued to improve since the third quarter of 2007,” said Mr. Davidson. “ABF continues to benefit from additional shipments moving in regional freight lanes.”

     “Focus on cost control, while matching labor expense with available business levels, helped ABF’s performance in the first quarter,” said Mr. Davidson. “I am pleased to note that the ABF team improved shipment and weight per hour productivity measures while also increasing the level of service and cargo care to our customers.”

     Total billed revenue per hundredweight in this year’s first quarter was $26.32, an increase of 4.8% over last year’s first quarter figure of $25.11. “As was the case in the fourth quarter, the overall increase in revenue yield was affected by higher fuel surcharge resulting from considerably higher fuel-related costs and by profile shifts in our freight mix,” said Mr. Davidson. “Because of the weak freight environment, pricing in our industry remains very competitive. However, our account profitability continues to be supported by the high level of value-added service that we provide.”

     “In 2007, ABF reduced transit times, creating thousands of new next-day lanes, and that investment is beginning to bear fruit. Throughout this year, further operational changes facilitated by ABF’s new labor contract should result in additional transit-time reductions in thousands of new regional freight lanes and in some of ABF’s traditional longer markets,” said Mr. Davidson. “ABF also expects to offer enhanced regional service throughout the western one-third of the United States by the end of the year.”

     “During a period of economic decline and business slowdown, shippers tend to seek out competent, stable motor carriers who offer consistent, damage-free transit and reliable customer service. ABF has been benefiting from this ‘flight to quality’ industry trend,” said Mr. Davidson. In this year’s first quarter, ABF’s continuing emphasis on its Quality Process provided improvements throughout the company, including:

• ABF’s first quarter 2008 cargo claim ratio, a measure of net cash payouts to revenue, was 0.64%, representing further improvement when compared to the full year 2007 figure, which was the lowest in over twenty-five years.

• ABF’s first quarter 2008 Department of Transportation (“DOT”) recordable accidents per million total road and city miles were below those of the same period last year.

• Workers’ compensation costs in ABF’s first quarter were especially favorable. Two items contributed to this positive result. The first item relates to ABF’s annual update of claims development factors which were lowered as a result of favorable claims experience over the last year. This reduced ABF’s year-over-year first quarter operating ratio by approximately 60 basis points. The second item relates to routine workers’ compensation claims activity during the first quarter which was also favorable, by a similar amount, compared to the same period last year. Even without

the impact of the development factors adjustment, ABF’s first quarter 2008 workers’ compensation costs, as a percent of revenue, were below its five-year average.

     “During challenging economic times, these are a few of the characteristics that distinguish ABF as a stable and reliable choice in the LTL marketplace,” said Mr. Davidson. “In addition, our financial strength offers a foundation for managing through the current environment and for considering future opportunities to serve customers that provide acceptable returns. We are evaluating opportunities inside and outside of ABF to use our considerable resources to increase shareholder value.”

Conference Call

     Arkansas Best Corporation will host a conference call with company executives to discuss the 2008 first quarter results. The call will be today, Wednesday, April 23, at 12:00 Noon ET (11:00 a.m. CT). Interested parties are invited to listen by calling (877) 275-1257 or (706) 634-6529 (for international callers). Following the call, a recorded playback will be available through the end of the day on Thursday, May 15, 2008. To listen to the playback, dial (800) 642-1687 or (706) 645-9291 (for international callers). The conference call ID for the playback is 41605004. The conference call and playback can also be accessed, through Thursday, May 15, on Arkansas Best’s website at arkbest.com.

Company Description

     Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a transportation holding company. ABF Freight System, Inc., Arkansas Best’s largest subsidiary, has been in continuous service since 1923. ABF provides transportation of less-than-truckload (“LTL”) general commodities throughout North America. More information is available at arkbest.com and abf.com.

Forward-Looking Statements

     The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this press release that are not based on historical facts are “forward-looking statements.” Terms such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “predict,” “prospects,” “scheduled,” “should,” “would,” and similar expressions and the negatives of such terms are intended to identify forward-looking statements. Such statements are by their nature subject to uncertainties and risk, including, but not limited to, union relations; availability and cost of capital; shifts in market demand; weather

conditions; the performance and needs of industries served by Arkansas Best’s subsidiaries; actual future costs of operating expenses such as fuel and related taxes; self-insurance claims; union and nonunion employee wages and benefits; actual costs of continuing investments in technology; the timing and amount of capital expenditures; competitive initiatives and pricing pressures; general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Arkansas Best’s Securities and Exchange Commission (“SEC”) public filings.

     The following tables show financial data and operating statistics on Arkansas Best Corporation and its subsidiary companies.

ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended
	March 31
	2008			2007
	(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	447,511		$	427,813
OPERATING EXPENSES AND COSTS		434,359			421,035
OPERATING INCOME		13,152			6,778
OTHER INCOME (EXPENSE)
Interest and dividend income		1,819			1,200
Interest expense and other related financing costs		(339	)		(287	)
Other, net		(511	)		175
		969			1,088
INCOME BEFORE INCOME TAXES		14,121			7,866
FEDERAL AND STATE INCOME TAXES
Current		5,201			1,776
Deferred		376			1,291
		5,577			3,067
NET INCOME	$	8,544		$	4,799
BASIC EARNINGS PER SHARE	$	0.34		$	0.19
AVERAGE COMMON SHARES OUTSTANDING (BASIC)		24,873,651			24,828,355
DILUTED EARNINGS PER SHARE	$	0.34		$	0.19
AVERAGE COMMON SHARES OUTSTANDING (DILUTED)		25,093,540			25,163,851
CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE	$	0.15		$	0.15

Note: First quarter 2007 revenue includes a $5.2 million reclassification associated with certain shipments involving third-party interline carriers and certain brokerage transactions where ABF retains the primary obligation to provide services to the customer. This revenue is now recorded on a gross basis, with expenses paid to the third-party carrier recorded in the “purchased transportation” category. Previously, this revenue was reported on a net basis whereby the expense of the third-party carrier was netted against revenue. The change had no impact on ABF’s operating income and a minimal impact on ABF’s operating ratio.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS

	March 31		December 31
	2008		2007
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents(1)	$	196,971	$	93,805
Short-term investment securities(1)		—		79,373
Accounts receivable, less allowances (2008 — $3,527; 2007 — $3,942)		146,393		141,565
Other accounts receivable, less allowances (2008 — $923; 2007 — $774)		8,037		8,963
Prepaid expenses		13,346		11,243
Deferred income taxes		36,097		36,585
Prepaid income taxes		2,751		3,699
Other		7,664		7,184
TOTAL CURRENT ASSETS		411,259		382,417
PROPERTY, PLANT AND EQUIPMENT
Land and structures		231,469		231,169
Revenue equipment		505,571		509,627
Service, office and other equipment		144,638		142,635
Leasehold improvements		20,171		19,794
		901,849		903,225
Less allowances for depreciation and amortization		451,757		437,087
		450,092		466,138
OTHER ASSETS		57,773		70,803
GOODWILL		63,970		63,991
	$	983,094	$	983,349

(1)	During first quarter 2008, the Company sold its short-term investments with no realized gains or losses and transitioned into money market funds, which are classified as cash equivalents.
Note:	The balance sheet at December 31, 2007 was derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

ARKANSAS BEST CORPORATION
CONSOLIDATED BALANCE SHEETS — continued

	March 31			December 31
	2008			2007
	(Unaudited)			Note
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	11,669		$	15,248
Accounts payable		62,330			60,341
Income taxes payable		545			2,414
Accrued expenses		163,801			166,631
Current portion of long-term debt		233			171
TOTAL CURRENT LIABILITIES		238,578			244,805
LONG-TERM DEBT, less current portion		1,577			1,400
PENSION AND POSTRETIREMENT LIABILITIES		50,833			48,859
OTHER LIABILITIES		21,005			25,093
DEFERRED INCOME TAXES		31,655			30,806
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, authorized 70,000,000 shares; issued 2008: 26,554,292 shares; 2007: 26,549,038 shares		266			265
Additional paid-in capital		259,927			258,878
Retained earnings		462,277			457,536
Treasury stock, at cost, 2008: 1,677,932 shares; 2007: 1,677,932 shares		(57,770	)		(57,770	)
Accumulated other comprehensive loss		(25,254	)		(26,523	)
TOTAL STOCKHOLDERS’ EQUITY		639,446			632,386
	$	983,094		$	983,349

Note: The balance sheet at December 31, 2007 was derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

ARKANSAS BEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31
	2008			2007
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net income	$	8,544		$	4,799
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,291			18,968
Other amortization		73			53
Pension settlement expense		1,093			1,060
Share-based compensation expense		1,127			902
Provision for losses on accounts receivable		300			296
Deferred income tax provision		376			1,291
Gain on sales of assets		(1,873	)		(1,322	)
Excess tax benefits from share-based compensation		—			(298	)
Changes in operating assets and liabilities:
Receivables		(4,307	)		(1,970	)
Prepaid expenses		(2,103	)		(2,309	)
Other assets		4,671			291
Accounts payable, taxes payable, accrued expenses and other liabilities(1)		(1,993	)		(6,480	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		25,199			15,281
INVESTING ACTIVITIES
Purchases of property, plant and equipment, net of capital leases(1)		(2,581	)		(22,528	)
Proceeds from asset sales		10,674			3,430
Purchases of short-term investment securities		—			(84,135	)
Proceeds from sales of short-term investment securities		78,604			99,050
Capitalization of internally developed software and other		(1,242	)		(1,202	)
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		85,455			(5,385	)
FINANCING ACTIVITIES
Payments on long-term debt		(106	)		(79	)
Net change in bank overdraft		(3,579	)		(630	)
Payment of common stock dividends		(3,803	)		(3,780	)
Purchases of treasury stock		—			(4,945	)
Excess tax benefits from share-based compensation		—			298
Proceeds from the exercise of stock options and other		—			484
NET CASH USED BY FINANCING ACTIVITIES		(7,488	)		(8,652	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		103,166			1,244
Cash and cash equivalents at beginning of period		93,805			5,009
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	196,971		$	6,253

(1) Does not include $9.1 million of equipment which was received but not yet paid for at March 31, 2007.

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

	Three Months Ended
	March 31
	2008					2007
	(Unaudited)
	($ thousands)
OPERATING REVENUES
ABF Freight System, Inc.(1)(2)	$	427,747				$	412,619
Other revenues and eliminations		19,764					15,194
Total consolidated operating revenues	$	447,511				$	427,813
OPERATING EXPENSES AND COSTS
ABF Freight System, Inc.(1)
Salaries, wages and benefits	$	257,723		60.3	%	$	264,691		64.1	%
Supplies and expenses		81,858		19.1			67,902		16.5
Operating taxes and licenses		11,939		2.8			11,745		2.8
Insurance		4,833		1.1			4,418		1.1
Communications and utilities		4,009		0.9			3,935		1.0
Depreciation and amortization		18,556		4.3			18,117		4.4
Rents and purchased transportation(2)		36,021		8.4			36,595		8.9
Gain on sale of property and equipment		(1,874	)	(0.4	)		(1,322	)	(0.3	)
Other		1,802		0.5			757		0.1
		414,867		97.0	%		406,838		98.6	%
Other expenses and eliminations		19,492					14,197
Total consolidated operating expenses and costs	$	434,359				$	421,035
OPERATING INCOME
ABF Freight System, Inc.(1)	$	12,880				$	5,781
Other income and eliminations		272					997
Total consolidated operating income	$	13,152				$	6,778

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

	Rolling Twelve Months
	Ended
	March 31, 2008
FINANCIAL STATISTICS
After-Tax Return on Capital Employed (3)		10.0	%

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

ABF FREIGHT SYSTEM, INC.
OPERATING STATISTICS

	Three Months Ended March 31
	2008		2007		% Change
			(Unaudited)
Workdays		63.5		64.0
Billed Revenue(1)(2) / CWT	$	26.32	$	25.11		4.8	%
Billed Revenue(1)(2) / Shipment	$	334.30	$	311.76		7.2	%
Shipments		1,288,290		1,334,155		(3.4	)%
Tonnage (tons)		818,131		828,335		(1.2	)%
Tons/Days		12,884		12,943		(0.5	)%

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

Includes U.S., Canadian and Puerto Rican operations of ABF affiliates.

Contact:	Ms. Judy R. McReynolds, Senior Vice President, Chief Financial Officer and Treasurer Telephone: (479) 785-6281
	Mr. David Humphrey, Director of Investor Relations Telephone: (479) 785-6200

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