ArcBest (ARCB) 10-Q 2005 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Quarter EndedJune 30, 2005

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 number0-19969

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6711	71-0673405
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code No.)	(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 registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes   þ    No   o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes  þ  No  o

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 June 30, 2005
Common Stock, $.01 par value	25,420,289 shares

ARKANSAS BEST CORPORATION

INDEX

			Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets — June 30, 2005 and December 31, 2004		3
		Consolidated Statements of Income — For the Three and Six Months Ended June 30, 2005 and 2004		5
		Consolidated Statement of Stockholders’ Equity For the Six Months Ended June 30, 2005		6
		Consolidated Statements of Cash Flows — For the Six Months Ended June 30, 2005 and 2004		7
		Notes to Consolidated Financial Statements — June 30, 2005		8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
	Item 4.	Controls and Procedures		29
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings		30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30
	Item 3.	Defaults Upon Senior Securities		30
	Item 4.	Submission of Matters to a Vote of Security Holders		31
	Item 5.	Other Information		31
	Item 6.	Exhibits		31
SIGNATURES				32
Certifications Pursuant to Section 302
Certifications Pursuant to Section 302
Certifications Pursuant to Section 906

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30		December 31
	2005		2004
	(Unaudited)		Note
	($ thousands, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,633	$	32,359
Short-term investment securities		71,569		38,514
Accounts receivable, less allowances (2005 - $4,098; 2004 - $4,425)		155,474		150,812
Prepaid expenses		11,430		15,803
Deferred income taxes		32,145		28,617
Prepaid income taxes		1,842		3,309
Other		7,200		4,268
TOTAL CURRENT ASSETS		297,293		273,682
PROPERTY, PLANT AND EQUIPMENT
Land and structures		222,898		229,253
Revenue equipment		416,457		395,574
Service, office and other equipment		116,557		115,407
Leasehold improvements		14,046		13,411
		769,958		753,645
Less allowances for depreciation and amortization		393,073		383,647
		376,885		369,998
PREPAID PENSION COSTS		25,566		24,575
OTHER ASSETS		71,502		73,234
ASSETS HELD FOR SALE		7,074		1,354
GOODWILL, less accumulated amortization (2005 and 2004 - $32,037)		63,895		63,902
	$	842,215	$	806,745

Note: The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to consolidated financial statements.

3

ARKANSAS BEST CORPORATION

CONSOLIDATED BALANCE SHEETS — continued

	June 30			December 31
	2005			2004
	(Unaudited)			Note
	($ thousands, except share data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft and drafts payable	$	18,978		$	15,862
Accounts payable		72,737			62,784
Income taxes payable		8,890			2,941
Accrued expenses		146,426			148,631
Current portion of long-term debt		324			388
TOTAL CURRENT LIABILITIES		247,355			230,606
LONG-TERM DEBT, less current portion		1,226			1,430
FAIR VALUE OF INTEREST RATE SWAP		—			873
OTHER LIABILITIES		68,402			67,571
DEFERRED INCOME TAXES		31,353			37,870
FUTURE MINIMUM RENTAL COMMITMENTS, NET (2005 — $42,327; 2004 — $45,763)		—			—
OTHER COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ EQUITY
Common stock, $.01 par value, authorized 70,000,000 shares; issued 2005: 26,114,221 shares; 2004: 25,805,702 shares		261			258
Additional paid—in capital		238,638			229,661
Retained earnings		283,898			256,129
Treasury stock, at cost, 2005: 693,932 shares; 2004: 531,282 shares		(18,882	)		(13,334	)
Unearned compensation — restricted stock		(5,716	)		—
Accumulated other comprehensive loss		(4,320	)		(4,319	)
TOTAL STOCKHOLDERS’ EQUITY		493,879			468,395
	$	842,215		$	806,745

Note: The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to consolidated financial statements.

4

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended						Six Months Ended
	June 30						June 30
	2005			2004			2005			2004
				(Unaudited)
	($ thousands, except share and per share data)
OPERATING REVENUES	$	456,660		$	424,488		$	873,938		$	799,336
OPERATING EXPENSES AND COSTS		417,919			392,498			817,772			759,052
OPERATING INCOME		38,741			31,990			56,166			40,284
OTHER INCOME (EXPENSE)
Net gain on sales of property and other		48			241			48			185
Short-term investment income		549			37			891			45
Fair value changes and payments on interest rate swap		—			587			—			149
Interest expense and other related financing costs		(1,089	)		(441	)		(1,478	)		(730	)
Other, net		135			(90	)		81			(136	)
		(357	)		334			(458	)		(487	)
INCOME BEFORE INCOME TAXES		38,384			32,324			55,708			39,797
FEDERAL AND STATE INCOME TAXES
Current		19,345			11,453			31,891			13,758
Deferred (credit)		(4,368	)		1,573			(10,054	)		2,280
		14,977			13,026			21,837			16,038
NET INCOME	$	23,407		$	19,298		$	33,871		$	23,759
Basic:
NET INCOME PER SHARE	$	0.93		$	0.77		$	1.34		$	0.95
AVERAGE COMMON SHARES OUTSTANDING (BASIC)		25,296,462			24,951,173			25,364,969			25,003,614
Diluted:
NET INCOME PER SHARE	$	0.91		$	0.76		$	1.31		$	0.94
AVERAGE COMMON SHARES OUTSTANDING (DILUTED)		25,613,400			25,321,028			25,773,623			25,391,306
CASH DIVIDENDS PAID PER COMMON SHARE	$	0.12		$	0.12		$	0.24		$	0.24

See notes to consolidated financial statements.

5

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

															Unearned			Accumulated
					Additional										Compensation -			Other
	Common Stock				Paid-In		Retained			Treasury Stock					Restricted			Comprehensive			Total
	Shares		Amount		Capital		Earnings			Shares		Amount			Stock			Loss(b)			Equity
	(Unaudited)
	($ and shares, thousands)
Balances at January 1, 2005		25,806	$	258	$	229,661	$	256,129			531	$	(13,334	)	$	—		$	(4,319	)	$	468,395
Net income		—						33,871			—		—			—			—			33,871
Change in foreign currency translation, net of tax benefits of $3(a)		—		—		—		—			—		—			—			(1	)		(1	)
Comprehensive income(c)		—		—		—		—			—		—			—			—			33,870
Issuance of common stock under stock option plans		126		1		2,261		—			—		—			—			—			2,262
Tax effect of stock options exercised		—		—		772		—			—		—			—			—			772
Issuance of restricted common stock		182		2		5,944		—			—		—			(5,946	)		—			—
Stock compensation expense		—		—		—		—			—		—			230			—			230
Purchase of treasury stock		—		—		—		—			163		(5,548	)		—			—			(5,548	)
Dividends paid on common stock		—		—		—		(6,102	)		—		—			—			—			(6,102	)
Balances at June 30, 2005		26,114	$	261	$	238,638	$	283,898			694	$	(18,882	)	$	(5,716	)	$	(4,320	)	$	493,879

See notes to consolidated financial statements.

(a) The accumulated loss from foreign currency translation in accumulated other comprehensive loss is $0.3 million, net of tax benefits of $0.2 million at December 31, 2004 and June 30, 2005.

(b) The minimum pension liability included in accumulated other comprehensive loss is $4.1 million, net of tax benefits of $2.6 million at December 31, 2004 and June 30, 2005.

(c) Total comprehensive income for the three months ended June 30, 2005 was $23.4 million. Total comprehensive income for the three and six months ended June 30, 2004 was $19.3 million and $23.8 million, respectively.

6

ARKANSAS BEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30
	2005			2004
	(Unaudited)
	($ thousands)
OPERATING ACTIVITIES
Net income	$	33,871		$	23,759
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,318			26,628
Other amortization		139			146
Stock compensation expense		230			—
Provision for losses on accounts receivable		1,067			615
Provision (credit) for deferred income taxes		(10,054	)		2,280
Fair value of interest rate swap		(873	)		(2,772	)
Gain on sales of assets and other		(661	)		(1,241	)
Changes in operating assets and liabilities:
Receivables		(5,691	)		(19,362	)
Prepaid expenses		4,373			(3,957	)
Other assets		(2,928	)		4,186
Accounts payable(1), taxes payable, accrued expenses and other liabilities		14,492			28,764
NET CASH PROVIDED BY OPERATING ACTIVITIES		63,283			59,046
INVESTING ACTIVITIES
Purchases of property, plant and equipment(1)		(35,600	)		(35,906	)
Proceeds from asset sales		5,026			4,992
Purchases of short-term investment securities(2)		(145,924	)		—
Proceeds from sales of short-term investment securities(2)		112,855			—
Capitalization of internally developed software and other		(2,196	)		(2,197	)
NET CASH USED BY INVESTING ACTIVITIES		(65,839	)		(33,111	)
FINANCING ACTIVITIES
Borrowings under revolving credit facilities		—			34,300
Payments under revolving credit facilities		—			(34,300	)
Payments on long-term debt		(267	)		(249	)
Net decrease in bank overdraft		(2,061	)		(2,482	)
Dividends paid on common stock		(6,102	)		(5,984	)
Purchase of treasury stock		(5,548	)		(7,527	)
Proceeds from the exercise of stock options and other		1,808			2,185
NET CASH USED BY FINANCING ACTIVITIES		(12,170	)		(14,057	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(14,726	)		11,878
Cash and cash equivalents at beginning of period		32,359			5,251
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,633		$	17,129

(1)	Does not include amounts related to $8.2 million in revenue equipment purchased but not yet paid for at June 30, 2005.
(2)	See page 19.

See notes to consolidated financial statements.

7

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2005

NOTE A — ORGANIZATION AND DESCRIPTION OF BUSINESS

Arkansas Best Corporation (the “Company”) is a holding company engaged through its subsidiaries primarily in motor carrier and intermodal transportation operations. Principal subsidiaries are ABF Freight System, Inc. (“ABF”), Clipper Exxpress Company (“Clipper”) and FleetNet America, Inc. (“FleetNet”).

On March 28, 2003, the International Brotherhood of Teamsters (“IBT”) announced the ratification of its National Master Freight Agreement with the Motor Freight Carriers Association (“MFCA”) by its membership. ABF is a member of the MFCA. The agreement has a five-year term and was effective April 1, 2003. The agreement provides for annual contractual wage and benefit increases of approximately 3.2% — 3.4%. Approximately 78% of ABF’s employees are covered by the agreement. Carrier members of the MFCA ratified the agreement on the same date.

NOTE B — FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the Company’s financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The difference between the effective tax rate for the three and six months ended June 30, 2005 and 2004 and the federal statutory rate resulted from state income taxes, tax-exempt income and nondeductible expenses.

The Company has a program to repurchase, in the open market or in privately negotiated transactions, up to a maximum of $25.0 million of the Company’s Common Stock. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board of Director’s discretion. During the second quarter of 2005, the Company made open-market purchases of 125,000 shares of its Common Stock for a purchase price of $4.0 million. Since January 23, 2003, the Company has purchased a total of 634,150 shares, totaling $17.9 million. See Note M regarding the Board of Directors authorization of additional amounts for its current program to repurchase shares, subsequent to June 30, 2005.

The following table is a summary of dividends declared and/or paid during the applicable quarter being reported upon or subsequent thereto. See Note M regarding the increase in the quarterly dividend, subsequent to June 30, 2005.

	2005				2004
	Per Share		$ Amount		Per Share		$ Amount
	($ thousands, except per share data)
First quarter dividend	$	0.12	$	3,038	$	0.12	$	2,990
Second quarter dividend	$	0.12	$	3,064	$	0.12	$	2,994
Third quarter dividend	$	0.15	$	3,800	$	0.12	$	3,008

8

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Accounting Policies

Short-Term Investments:The Company’s policy is that short-term investment securities are classified as available-for-sale and are stated at fair value with related unrealized gains and losses, if any, reported net of tax in accumulated other comprehensive income. These investments consist of auction rate securities with auction reset periods of less than 90 days. Interest and dividends related to these investments are included in short-term investment income on the Company’s consolidated statement of income.

Reclassifications:Certain prior year amounts have been reclassified to conform to the current year presentation, including the reclassification of auction rate securities in the amount of $38.5 million to short-term investments. Auction rate securities, because of the short duration of their reset periods, were included in cash and cash equivalents at December 31, 2004. As a result of this reclassification, the Company’s cash flow from investing activities includes the investments and sales of auction rate securities. This reclassification had no impact on previously reported total current assets, total assets, or statements of income and does not affect previously reported cash flows from operating activities.

NOTE C — STOCK-BASED COMPENSATION

On April 20, 2005, the stockholders of the Company approved the Company’s 2005 Ownership Incentive Plan (“the Plan”). The Plan supersedes the Company’s 2002 Stock Option Plan and 2000 Non-qualified Stock Option Plan with respect to future awards and provides for the granting of 1.5 million shares of incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, which may be paid in cash or stock or a combination thereof, as determined by the Company’s Compensation Committee of the Board of Directors (“Compensation Committee”). On that same day, the Compensation Committee also approved the Form of Restricted Stock Award Agreement (Non-Employee Director) and the Form of Restricted Stock Award Agreement (Employee). During the second quarter of 2005, the Compensation Committee granted 182,250 shares of restricted stock under these agreements, at a weighted-average fair value of $32.62, per share. The restricted stock grants vest at the end of a five-year period beginning on the date of the grant, subject to accelerated vesting due to death, disability, retirement and change-in-control provisions. The Company amortizes the fair value of the restricted stock awards to compensation expense over the five-year vesting period and accelerates unrecognized compensation upon a grantee’s death, disability or retirement. Compensation expense from restricted stock awards totaled $0.1 million, after tax, for the three and six months ended June 30, 2005.

9

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

Until April 20, 2005, the Company maintained three stock option plans which provided for the granting of options to directors and key employees of the Company. The 1992 Stock Option Plan expired on December 31, 2001 and, therefore, no new options can be granted under this plan. The 2000 Non-Qualified Stock Option Plan is a broad-based plan that allowed for the granting of 1.0 million options. The 2002 Stock Option Plan allowed for the granting of 1.0 million options, as well as two types of stock appreciation rights (“SARs”), which are payable in shares or cash. Employer SARs allow the Company to decide, when an option is exercised, whether or not to treat the exercise as a SAR. Employee SARs allow the optionee to decide, when exercising an option, whether or not to treat it as a SAR. As of June 30, 2005, the Company had not elected to treat any exercised options as Employer SARs and no employee SARs had been granted. All options or SARs granted are exercisable starting on the first anniversary of the grant date, with 20.0% of the shares or rights covered thereby becoming exercisable at that time, with an additional 20.0% of the option shares or SARs becoming exercisable on each successive anniversary date, and full vesting occurring on the fifth anniversary date. The options or SARs were granted for a term of 10 years. There were no options granted during the first six months of 2005. The options or SARs granted during the first six months of 2004, under each plan, are as follows:

	2004
2000 Non-Qualified Stock Option Plan — Options		49,000
2002 Stock Option Plan — Options/Employer SARs		277,000

The Company accounts for stock-based compensation under the “intrinsic value method” and the recognition and measurement principles of Accounting Principles Board Opinion No. 25 (“APB 25”),Accounting for Stock Issued to Employees,and related interpretations, including Financial Accounting Standards Board Interpretation No. 44 (“FIN 44”),Accounting for Certain Transactions Involving Stock Compensation. No stock-based employee compensation expense from options granted is reflected in net income for the three and six months ended June 30, 2005 or 2004, as all options granted under the Company’s plans have an exercise price equal to the market value of the underlying Common Stock on the date of grant.

For companies accounting for their stock-based compensation under the APB 25 intrinsic value method, pro forma information regarding net income and earnings per share is required and is determined as if the Company had accounted for its employee stock options under the fair value method of Statement of Financial Accounting Standards No. 123 (“FAS 123”),Accounting for Stock-Based Compensation. The fair value for these options is estimated at the date of grant, using a Black-Scholes option pricing model. The Company’s pro forma assumptions for the 2004 grants are as follows:

	2004
Risk-free rates		2.9	%
Volatility		53.6	%
Weighted-average life	4years
Dividend yields		1.7	%

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period.

10

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provided for under FAS 123, to all stock-based employee compensation:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2005			2004			2005			2004
	($ thousands, except per share data)
Net income — as reported	$	23,407		$	19,298		$	33,871		$	23,759
Add back stock compensation expense from restricted stock awards, included in net income, net of tax		140			—			140			—
Less total stock compensation expense determined under fair value-based methods for all awards, net of tax benefits		(684	)		(749	)		(1,232	)		(1,692	)
Net income — pro forma	$	22,863		$	18,549		$	32,779		$	22,067
Net income per share — as reported (basic)	$	0.93		$	0.77		$	1.34		$	0.95
Net income per share — as reported (diluted)	$	0.91		$	0.76		$	1.31		$	0.94
Net income per share — pro forma (basic)	$	0.90		$	0.74		$	1.29		$	0.88
Net income per share — pro forma (diluted)	$	0.90		$	0.74		$	1.28		$	0.88

See Note D for recent accounting pronouncements regarding the Financial Accounting Standards Board’s Statement No. 123(R) (“FAS 123(R)”),Share-Based Payment,issued in December 2004 and effective for the Company on January 1, 2006.

NOTE D — RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 123(R) (“FAS 123(R)”),Share-Based Payment. FAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. On April 14, 2005, the Securities and Exchange Commission (“SEC”) announced the adoption of an amendment to the required compliance dates for FAS 123(R). As a result, this statement will be effective for the Company on January 1, 2006. The negative impact, in each quarter of 2006, of prior unvested stock option grants is estimated to be approximately $0.01 per diluted common share, net of estimated tax benefits.

In December 2004, the FASB issued Statement No. 153 (“FAS 153”),Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29. FAS 153 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. This statement is effective for the Company’s nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. FAS 153 is not expected to have a material impact upon the Company’s financial statements or related disclosures.

11

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE E — SHORT-TERM INVESTMENTS

The Company’s short-term, available-for-sale investments consist of auction rate securities. The following is a summary of the Company’s auction rate security investments, on a specific identification basis, at June 30, 2005 and December 31, 2004:

	June 30, 2005		December 31, 2004
U.S. corporate securities	$	—	$	4,904
U.S. state and local municipal securities		58,069		23,610
Total debt securities		58,069		28,514
Preferred equity securities		13,500		10,000
	$	71,569	$	38,514

The carrying value of the Company’s auction rate securities approximates fair value. There were no unrealized gains or losses for the three and six months ended June 30, 2005.

The Company sold $112.9 million in auction rate securities during the six months ended June 30, 2005, with no realized gains or losses. Interest and dividends related to these investments are included in short-term investment income on the Company’s consolidated statement of income.

The carrying values of the Company’s short-term investments at June 30, 2005, by ultimate contractual maturity of the underlying security, are shown below. Actual maturities may differ from the ultimate contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. The Company’s auction reset periods with respect to its auction rate securities are generally 7, 28, 35 or 49 days, thus limiting the Company’s exposure to interest rate risk.

	June 30, 2005
Due within 1 year	$	—
Due after 1 year through 5 years		—
Due after 5 years through 10 years		—
Due after 10 years		58,069
		58,069
Preferred equity securities		13,500
	$	71,569

NOTE F — LEGAL PROCEEDINGS AND ENVIRONMENTAL MATTERS

Various legal actions, the majority of which arise in the normal course of business, are pending. 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 has accruals for certain legal and environmental exposures. None of these legal actions is expected to have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

The Company’s subsidiaries, or lessees, store fuel for use in tractors and trucks in approximately 77 underground tanks located in 23 states. Maintenance of such tanks is regulated at the federal and, in some cases, state levels. The Company believes that it is in substantial compliance with all such regulations. The Company’s underground storage tanks are required to have leak detection systems. The Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the Company.

12

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

The Company has received notices from the Environmental Protection Agency (“EPA”) and others that it has been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response Compensation and Liability Act, or other federal or state environmental statutes, at several hazardous waste sites. After investigating the Company’s or its subsidiaries’ involvement in waste disposal or waste generation at such sites, the Company has either agreed to de minimis settlements (aggregating approximately $134,000 over the last 10 years primarily at eight sites) or believes its obligations, other than those specifically accrued for with respect to such sites, would involve immaterial monetary liability, although there can be no assurances in this regard.

As of June 30, 2005 and December 31, 2004, the Company had accrued approximately $3.2 million and $3.3 million, respectively, to provide for environmental-related liabilities. The Company’s environmental accrual is based on management’s best estimate of the liability. The Company’s estimate is founded on management’s experience in dealing with similar environmental matters and on actual testing performed at some sites. Management believes that the accrual is adequate to cover environmental liabilities based on the present environmental regulations. Accruals for environmental liability are included in the balance sheet as accrued expenses and in other liabilities. See Note M regarding the sale of properties, subsequent to June 30, 2005, that were being leased to G.I. Trucking Company (“G.I. Trucking”) and G.I. Trucking’s assumption of environmental liabilities as a result of the sale.

NOTE G — DERIVATIVE FINANCIAL INSTRUMENTS

The Company was a party to an interest rate swap on a notional amount of $110.0 million, which matured on April 1, 2005. For the six months ended June 30, 2005, payments on the swap and changes in the fair value of the swap were approximately equal in amount.

NOTE H — CREDIT AGREEMENT

On June 3, 2005, the Company amended and restated its existing $225.0 million Credit Agreement dated as of May 15, 2002 with Wells Fargo Bank, National Association as Administrative Agent and Lead Arranger; Fleet National Bank and SunTrust Bank as Co-Syndication Agents; and Wachovia Bank, National Association and The Bank of Tokyo-Mitsubishi, LTD as Co-Documentation Agents. The amended and restated Credit Agreement has a maturity date of May 15, 2010. The Credit Agreement provides for up to $225.0 million of revolving credit loans (including a $150.0 million sublimit for letters of credit) and allows the Company to request extensions of the maturity date for a period not to exceed two years, subject to participating bank approval. The Credit Agreement also allows the Company to request an increase in the amount of revolving credit loans as long as the total revolving credit loans do not exceed $275.0 million, subject to the commitments of the participating banks.

At June 30, 2005, there were no outstanding Revolver Advances and approximately $49.2 million of outstanding letters of credit. At December 31, 2004, there were no outstanding Revolver Advances and approximately $54.1 million of outstanding letters of credit. The amount available for borrowing under the Credit Agreement at June 30, 2005 was $175.8 million.

The Credit Agreement contains various covenants, which limit, among other things, indebtedness and dispositions of assets and which require the Company to meet certain quarterly financial ratio tests. As of June 30, 2005, the Company was in compliance with the covenants.

Interest rates under the agreement are at variable rates as defined by the Credit Agreement. The Credit Agreement contains a pricing grid that determines its LIBOR margin, facility fees, utilization fees and letter of

13

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

credit fees. The Company will pay a utilization fee if the borrowings under the Credit Agreement exceed 50% of the $225.0 million Credit Agreement facility amount. The pricing grid is based on the Company’s senior debt rating agency ratings. A change in the Company’s senior debt ratings could potentially impact its Credit Agreement pricing. The Company is currently rated BBB+ by Standard & Poor’s Rating Service (“S&P”) and Baa3 by Moody’s Investors Service, Inc. (“Moody’s”). The Company has no downward rating triggers that would accelerate the maturity of its debt. On October 15, 2004, S&P revised its outlook on the Company to positive from stable. At the same time, S&P affirmed the Company’s BBB+ corporate credit rating. On February 22, 2005, Moody’s confirmed the Company’s Baa3 senior debt rating and changed the outlook to positive from stable.

NOTE I — PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following is a summary of the components of Net Periodic Benefit Cost:

	Three Months Ended June 30
							Supplemental						Postretirement
	Pension Benefits						Pension Plan						Health Benefits
	2005			2004			2005			2004			2005		2004
	($ thousands)
Service cost	$	2,329		$	2,123		$	192		$	185		$	42	$	37
Interest cost		2,421			2,420			321			305			201		238
Expected return on plan assets		(3,254	)		(3,138	)		—			—			—		—
Transition (asset) obligation recognition		(2	)		(2	)		(64	)		(64	)		34		34
Amortization of prior service cost (credit)		(230	)		(230	)		390			390			7		33
Recognized net actuarial loss and other		1,241			1,197			341			340			214		255
Net periodic benefit cost	$	2,505		$	2,370		$	1,180		$	1,156		$	498	$	597

	Six Months Ended June 30
							Supplemental						Postretirement
	Pension Benefits						Pension Plan						Health Benefits
	2005			2004			2005			2004			2005		2004
	($ thousands)
Service cost	$	4,658		$	4,245		$	384		$	371		$	84	$	74
Interest cost		4,842			4,841			641			610			402		476
Expected return on plan assets		(6,509	)		(6,276	)		—			—			—		—
Transition (asset) obligation recognition		(4	)		(4	)		(128	)		(128	)		67		67
Amortization of prior service cost (credit)		(461	)		(461	)		780			780			15		66
Recognized net actuarial loss and other		2,484			2,395			683			679			428		511
Net periodic benefit cost	$	5,010		$	4,740		$	2,360		$	2,312		$	996	$	1,194

The Company’s full-year 2005 pension expense is estimated to be $10.0 million compared to $9.5 million for the year ended December 31, 2004. In 2005, the Company does not have a required minimum contribution to its nonunion pension plan. Currently available information indicates a maximum allowable tax-deductible contribution of approximately $11.0 million for 2005. The Company made a tax-deductible contribution of $6.0 million in the second quarter of 2005. Management is evaluating whether to make additional tax-deductible contributions during 2005.

14

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE J — EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	June 30				June 30
	2005		2004		2005		2004
	($ thousands, except share and per share data)
Numerator:
Numerator for basic and diluted earnings per share — Net income for common stockholders	$	23,407	$	19,298	$	33,871	$	23,759
Denominator:
Denominator for basic earnings per share — weighted — average shares		25,296,462		24,951,173		25,364,969		25,003,614
Effect of dilutive securities:
Restricted stock awards		2,689		—		1,352		—
Employee stock options		314,249		369,855		407,302		387,692
Denominator for diluted earnings per share — adjusted weighted — average shares and assumed conversions		25,613,400		25,321,028		25,773,623		25,391,306
NET INCOME PER SHARE
Basic	$	0.93	$	0.77	$	1.34	$	0.95
Diluted	$	0.91	$	0.76	$	1.31	$	0.94

For the three and six months ended June 30, 2005, the Company had no outstanding stock options granted that were antidilutive. For the three and six months ended June 30, 2004 respectively, the Company had outstanding 326,000 and 277,060 in stock options granted that were antidilutive and therefore were not included in the diluted earnings-per-share calculations for either period presented.

NOTE K — ASSETS HELD FOR SALE

Total assets held for sale at December 31, 2004 were $1.4 million. During the first six months of 2005, additional assets of $8.7 million were identified and reclassified to assets held for sale. Nonoperating terminals and revenue equipment carried at $3.0 million were sold for gains of $0.7 million, of which $48,000 related to real estate and was reported below the operating income line and $0.6 million was related to equipment and was reported in operating income.

On August 1, 2001, the Company sold the stock of G.I. Trucking for $40.5 million in cash to a company formed by the senior executives of G.I. Trucking and Estes Express Lines (“Estes”). The Company retained ownership of three California terminal facilities and agreed to lease them to G.I. Trucking for a period of up to four years. The lease agreements contained purchase options for G.I. Trucking to purchase the three terminals.

Included in the $8.7 million of assets reclassified to assets held for sale, are the three facilities leased to G.I. Trucking. During the second quarter of 2005, G.I. Trucking gave notice that it was exercising its rights to purchase these terminals. As a result, the Company reclassified $5.3 million from land and structures to assets

15

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

held for sale. See Note M regarding the subsequent sale of the terminals after June 30, 2005. Total assets held for sale at June 30, 2005 were $7.1 million.

At June 30, 2005, management was not aware of any events or circumstances indicating the Company’s long-lived assets would not be recoverable.

NOTE L — 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 operating segments. During the periods being reported on, the Company operated in two defined reportable operating segments:
(1) ABF and (2) Clipper.

The Company eliminates intercompany transactions in consolidation. However, the information used by the Company’s management with respect to its reportable segments is before intercompany eliminations of revenues and expenses. Intercompany revenues and expenses are not significant.

Further classifications of operations or revenues by geographic location beyond the descriptions provided above are impractical and are, therefore, not provided. The Company’s foreign operations are not significant.

The following tables reflect reportable operating segment information for the Company, as well as a reconciliation of reportable segment information to the Company’s consolidated operating revenues, operating expenses, operating income and consolidated income before income taxes:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2005		2004		2005		2004
			($ thousands)
OPERATING REVENUES
ABF
LTL	$	378,702	$	358,461	$	729,570	$	676,415
TL		38,837		32,572		72,038		60,730
Total		417,539		391,033		801,608		737,145
Clipper		28,796		25,036		52,260		45,941
Other revenues and eliminations		10,325		8,419		20,070		16,250
Total consolidated operating revenues	$	456,660	$	424,488	$	873,938	$	799,336

16

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

	Three Months Ended						Six Months Ended
	June 30						June 30
	2005			2004			2005			2004
	($ thousands)
OPERATING EXPENSES AND COSTS ABF
Salaries, wages and benefits	$	250,435		$	239,761		$	495,056		$	469,066
Supplies and expenses		61,306			50,242			117,693			96,910
Operating taxes and licenses		10,873			10,459			21,435			20,736
Insurance		6,411			6,061			12,869			11,279
Communications and utilities		3,372			3,469			7,152			7,301
Depreciation and amortization		13,050			11,542			25,825			23,102
Rents and purchased transportation		33,396			36,387			64,881			65,912
Other		1,133			415			2,055			1,433
Gain on sale of equipment		(498	)		(65	)		(613	)		(100	)
		379,478			358,271			746,353			695,639
Clipper
Cost of services	$	25,501		$	22,205		$	46,819		$	41,495
Selling, administrative and general		1,975			2,101			4,143			4,289
Loss on sale of equipment		—			—			—			2
		27,476			24,306			50,962			45,786
Other expenses and eliminations		10,965			9,921			20,457			17,627
Total consolidated operating expenses and costs	$	417,919		$	392,498		$	817,772		$	759,052
OPERATING INCOME (LOSS)
ABF	$	38,061		$	32,762		$	55,255		$	41,506
Clipper		1,320			730			1,298			155
Other loss and eliminations		(640	)		(1,502	)		(387	)		(1,377	)
Total consolidated operating income	$	38,741		$	31,990		$	56,166		$	40,284
TOTAL CONSOLIDATED OTHER INCOME (EXPENSE)
Net gain on sales of property and other	$	48		$	241		$	48		$	185
Short-term investment income		549			37			891			45
Fair value changes and payments on interest rate swap		—			587			—			149
Interest expense and other related financing costs		(1,089	)		(441	)		(1,478	)		(730	)
Other, net		135			(90	)		81			(136	)
Total consolidated other income (expense)	$	(357	)	$	334		$	(458	)	$	(487	)
TOTAL CONSOLIDATED INCOME BEFORE INCOME TAXES	$	38,384		$	32,324		$	55,708		$	39,797

17

ARKANSAS BEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — continued

NOTE M — SUBSEQUENT EVENTS

On July 27, 2005, the Company closed the transaction for the sale of three terminals that were being leased to G.I. Trucking (see Note K). As a result, the Company will recognize an after-tax gain of approximately $9.8 million, or $0.38 per diluted common share, in the third quarter of 2005. The gain includes the elimination of a $1.3 million reserve for an environmental obligation that was assumed by G.I. Trucking.

On July 28, 2005 the Board of Directors announced that it had authorized an addition of $50.0 million to its current program to repurchase shares of Arkansas Best’s Common Stock. At June 30, 2005, there was $7.1 million remaining to be used for stock purchases as a part of Arkansas Best’s original $25.0 million stock repurchase program, announced on January 23, 2003. The Company plans to continue making open-market purchases of its stock on an opportunistic basis. On that same date, the Board also increased its quarterly dividend from $0.12 per share to $0.15 per share.

18

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

Critical Accounting Estimates

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’s accounting estimates that are “critical,” or the most important, to understand the Company’s financial condition and results of operations and that require management of the Company to make the most difficult judgments are described in the Company’s 2004 Form 10-K. No changes to the Company’s methodologies for its critical accounting estimates have occurred since the Company filed its 2004 Form 10-K.

Except as disclosed in Note D, the Company has no current plans to change the methodologies utilized in determining its critical accounting estimates.

Recent Accounting Pronouncements

See Note D for recent accounting pronouncements regarding the FASB’s Statement No. 123(R) (“FAS 123(R)”),Share-Based Payment,issued in December 2004.

Liquidity and Capital Resources

Cash and cash equivalents and short-term investments totaled $89.2 million at June 30, 2005 and $70.9 million at December 31, 2004, respectively. During the six months ended June 30, 2005, cash provided from operations of $63.3 million and proceeds from asset sales of $5.0 million were used to purchase revenue equipment (tractors and trailers used primarily in the Company’s motor carrier transportation operations) and other property and equipment totaling $35.6 million, pay dividends on Common Stock of $6.1 million and purchase 162,650 shares of the Company’s Common Stock for $5.5 million. During the six months ended June 30, 2004, cash provided from operations of $59.0 million and proceeds from asset sales of $5.0 million were used to purchase revenue equipment and other property and equipment totaling $35.9 million, pay dividends on Common Stock of $6.0 million and purchase 271,500 shares of the Company’s Common Stock for $7.5 million.

In 2005, the Company estimates net capital expenditures to be approximately $94.0 million, which relates primarily to ABF. This consists of $61.0 million for revenue equipment and approximately $33.0 million for real estate and other. Net capital expenditures anticipated for 2005 are greater than the 2004 total of $63.6 million. A few significant items explain most of the increase in anticipated 2005 net capital expenditures. The unit cost increases for replacement tractors and trailers represent an increase of approximately $5.5 million. Replacement of a greater number of trailers is anticipated in 2005 over 2004 levels, which increases net capital expenditures by $3.5 million. Expansion of the road tractor and trailer fleet causes an increase of approximately $5.0 million, and expansion and maintenance of ABF’s terminal network and other net capital expenditures are anticipated to increase by $12.0 million over 2004.

The Company does not have a required minimum contribution to its nonunion pension plan for 2005. Currently available information indicates a maximum allowable tax-deductible contribution of approximately $11.0 million for 2005. The Company made a tax-deductible contribution of $6.0 million in the second quarter of 2005. Management is evaluating whether to make additional tax-deductible contributions during 2005.

19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

The Company has an unfunded supplemental pension benefit plan for the purpose of providing supplemental retirement benefits to executive officers of the Company. Based upon currently available information, future distributions of benefits are not anticipated in 2005 and are expected to be between an estimated $10.0 million and $11.0 million in 2006. Distributions can be funded from either the Company’s corporate life insurance policies or other general corporate assets.

The Company was a party to an interest rate swap on a notional amount of $110.0 million, which matured on April 1, 2005.

The Company has three primary sources of available liquidity, which are its operating cash, short-term investments and the $175.8 million it has available under its revolving Credit Agreement at June 30, 2005. The Company has generated between approximately $74.0 million and $137.0 million of operating cash annually for the years 2002 through 2004. Management of the Company is not aware of any known trends or uncertainties that would cause a significant change in its sources of liquidity. The Company expects cash from operations, short-term investments and its available revolver to continue to be primary sources to finance its annual debt maturities, lease commitments, letter of credit commitments, quarterly dividends, stock repurchases, nonunion pension contributions and capital expenditures. Please refer to the Company’s 2004 Form 10-K for information about the Company’s debt maturities and lease commitments. No material changes to the Company’s debt maturities or lease commitments have occurred since December 31, 2004.

On June 3, 2005, the Company amended and restated its existing $225.0 million Credit Agreement dated as of May 15, 2002 with Wells Fargo Bank, National Association as Administrative Agent and Lead Arranger; Fleet National Bank and SunTrust Bank as Co-Syndication Agents; and Wachovia Bank, National Association and The Bank of Tokyo-Mitsubishi, LTD as Co-Documentation Agents. The amended and restated Credit Agreement has a maturity date of May 15, 2010. The Credit Agreement provides for up to $225.0 million of revolving credit loans (including a $150.0 million sublimit for letters of credit) and allows the Company to request extensions of the maturity date for a period not to exceed two years, subject to participating bank approval. The Credit Agreement also allows the Company to request an increase in the amount of revolving credit loans as long as the total revolving credit loans do not exceed $275.0 million, subject to the commitments of the participating banks.

At June 30, 2005, there were no outstanding Revolver Advances and approximately $49.2 million of outstanding letters of credit. At December 31, 2004, there were no outstanding Revolver Advances and approximately $54.1 million of outstanding letters of credit. The Credit Agreement contains various covenants, which limit, among other things, indebtedness and dispositions of assets and which require the Company to meet certain quarterly financial ratio tests. As of June 30, 2005, the Company was in compliance with the covenants.

Interest rates under the agreement are at variable rates as defined by the Credit Agreement. The Credit Agreement contains a pricing grid that determines its LIBOR margin, facility fees, utilization fees and letter of credit fees. The Company will pay a utilization fee if the borrowings under the Credit Agreement exceed 50% of the $225.0 million Credit Agreement facility amount. The pricing grid is based on the Company’s senior debt rating agency ratings. A change in the Company’s senior debt ratings could potentially impact its Credit Agreement pricing. The Company is currently rated BBB+ by Standard & Poor’s Rating Service (“S&P”) and Baa3 by Moody’s Investors Service, Inc. (“Moody’s”). The Company has no downward rating triggers that would accelerate the maturity of its debt. On October 15, 2004, S&P revised its outlook on the Company to positive from stable. At the same time, S&P affirmed the Company’s BBB+ corporate credit rating. On February 22, 2005, Moody’s confirmed the Company’s Baa3 senior debt rating and changed the outlook to positive from stable.

20

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

The Company has not historically entered into financial instruments for trading purposes, nor has the Company historically engaged in hedging fuel prices. No such instruments were outstanding during 2005 or 2004.

Off-Balance-Sheet Arrangements

The Company’s off-balance-sheet arrangements are fully described in the Company’s 2004 Form 10-K. No material changes to the Company’s off-balance-sheet arrangements have occurred since the Company filed its 2004 Form 10-K. The Company has no investments, loans or any other known contractual arrangements with special-purpose entities, variable interest entities or financial partnerships and has no outstanding loans with executive officers or directors of the Company.

Operating Segment Data

The following table sets forth, for the periods indicated, a summary of the Company’s operating expenses by segment as a percentage of revenue for the applicable segment:

	Three Months Ended						Six Months Ended
	June 30						June 30
	2005			2004			2005			2004
OPERATING EXPENSES AND COSTS
ABF
Salaries, wages and benefits		60.0	%		61.3	%		61.8	%		63.6	%
Supplies and expenses		14.7			12.8			14.7			13.2
Operating taxes and licenses		2.6			2.7			2.7			2.8
Insurance		1.5			1.5			1.6			1.5
Communications and utilities		0.8			0.9			0.9			1.0
Depreciation and amortization		3.1			3.0			3.2			3.1
Rents and purchased transportation		8.0			9.3			8.1			8.9
Other		0.3			0.1			0.2			0.3
Gain on sale of equipment		(0.1	)		—			(0.1	)		—
		90.9	%		91.6	%		93.1	%		94.4	%
CLIPPER
Cost of services		88.6	%		88.7	%		89.6	%		90.3	%
Selling, administrative and general		6.8			8.4			7.9			9.4
		95.4	%		97.1	%		97.5	%		99.7	%
OPERATING INCOME
ABF		9.1	%		8.4	%		6.9	%		5.6	%
Clipper		4.6			2.9			2.5			0.3

21

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

Results of Operations

Executive Overview

Arkansas Best Corporation’s operations include two primary operating subsidiaries, ABF and Clipper. For the six months ended June 30, 2005, ABF represented 91.7% and Clipper represented 6.0% of total revenues. The Company’s results of operations are primarily driven by ABF. For the six months ended June 30, 2005, ABF’s revenues include 91% LTL revenues and 9% truckload (“TL”) revenues. On an ongoing basis, ABF’s ability to operate profitably and generate cash is impacted by its LTL tonnage, which creates operating leverage at higher levels, the pricing environment and its ability to manage costs effectively, primarily in the area of salaries, wages and benefits (“labor”). ABF pursues truckload-sized shipments as long as service on its base LTL business is not adversely affected and good margins can be maintained.

ABF’s ability to maintain or grow existing tonnage levels is impacted by the state of the U.S. economy as well as a number of other competitive factors, which are more fully described in the General Development of Business section of the Company’s 2004 Form 10-K. ABF experienced minimal year-over-year LTL tonnage increases in the first quarter of 2004. ABF’s 2004 year-over-year LTL tonnage levels began to dramatically improve in April by percentages not experienced in several years and increased 7.8% for the second quarter of 2004, as compared to the same period in 2003. ABF’s full-year 2004 LTL tonnage per day increased 6.8% over 2003 and its full-year 2004 TL tonnage per day increased 13.0% over 2003.

During the three and six months ended June 30, 2005, ABF’s LTL tonnage per day decreased 3.4% and 0.4% respectively, when compared to the same periods in 2004. Truckload tonnage per day improved by 7.8% and 7.3% for the three and six months ended June 30, 2005, when compared to the same periods in 2004. LTL year-over-year tonnage comparisons for the second quarter 2005 were difficult because of the improved LTL tonnage levels experienced by ABF in the same period in 2004. Although LTL tonnage levels have decreased, ABF improved its operating ratio for both the three and six months ended June 30, 2005 through revenue yield improvements, excluding fuel surcharges, and cost reductions as more fully discussed in the ABF section of the Company’s Management Discussion and Analysis. Through the first twenty-one days of July, average daily tonnage figures in ABF’s total business are lower than last year by a little more than 3.0%. For the remainder of 2005, LTL and total tonnage comparisons will continue to be difficult because of increased tonnage levels ABF experienced in 2004.

The pricing environment is a key to ABF’s operating performance. The pricing environment determines ABF’s ability to obtain compensatory margins and price increases on customer accounts. The impact of changes in the pricing environment is typically measured by LTL billed revenue per hundredweight. This measure is affected by profile factors such as average shipment size, average length of haul, density and customer and geographic mix. For many years, consistent profile characteristics made LTL billed revenue per hundredweight changes a reasonable, although approximate, measure of price change. In the last few years, it has become more difficult to quantify with sufficient accuracy the impact of larger changes in profile characteristics in order to estimate true price changes. ABF focuses on individual account profitability and rarely considers revenue per hundredweight in its customer account or market evaluations. For ABF, total company profitability must be considered together with measures of LTL billed revenue per hundredweight changes. During the full year of 2004, the pricing environment remained firm as industry capacity continued to tighten. The pricing environment for the first six months of 2005 has been competitive and consistent with 2004. For the three and six months ended June 30, 2005, LTL billed revenue per hundredweight, excluding the fuel surcharge, increased 3.2% and 2.7% compared to the same periods in 2004. For the three and six months ended June 30, 2005, LTL billed revenue per hundredweight, including the fuel surcharge, increased 8.5% and 7.8% compared to the same periods in 2004.

22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

Management of the Company expects the pricing environment to remain consistent, although there can be no assurances in this regard.

For first six months of 2005, salaries, wages and benefit costs accounted for 61.8% of ABF’s revenue. Labor costs are impacted by ABF’s contractual obligations under its agreement with the International Brotherhood of Teamsters (“IBT”). In addition, ABF’s ability to effectively manage labor costs has a direct impact on its operating performance. Shipments per dock, street and yard hour (“DSY”) and total pounds-per-mile are measures ABF uses to assess this effectiveness. DSY is used to measure effectiveness in ABF’s local operations, although total weight per hour may also be a relevant measure when the average shipment size is changing. Total pounds-per-mile is used by ABF to measure the effectiveness of its linehaul operations. ABF is generally very effective in managing its labor costs to business levels.

ABF has experienced higher fuel prices in recent years. However, ABF charges a fuel surcharge based on changes in diesel fuel prices compared to a national index. The ABF fuel surcharge rate in effect is available on the ABF Web site atabf.com.

In May 2005, ABF reached agreement with the International Brotherhood of Teamsters union on specific language outlining ABF’s use of the Premium Service Employee provisions of its labor agreement in 13 Northeastern facilities. ABF’s implementation of this service began in June 2005. As a result of this agreement, ABF will be able to offer more second-day service lanes and can now provide overnight and even same-day service in selective lanes in the dense Northeastern market. The rollout of this service will be deliberate and ABF will build on initial successes in additional locations. In addition to helping attract short-haul business, the Premium Service Employee and other internal initiatives are helpful in attracting premium-priced, time-definite freight (“time-definite freight”). Management of the Company believes this time-definite freight represents a smaller portion of ABF’s total revenues than other similarly situated LTL companies. Management of the Company is working to increase ABF’s percentage of time-definite freight.

The Company ended the second quarter of 2005 with no borrowings under its revolving Credit Agreement, $89.2 million in cash and short-term investments and $493.9 million in stockholders’ equity. Because of the Company’s financial position at June 30, 2005, the Company should continue to be in a position to pursue profitable growth opportunities.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Consolidated revenues for the three and six months ended June 30, 2005 increased 7.6% and 9.3% respectively and operating income increased 21.1% and 39.4% respectively, compared to the same periods in 2004, primarily due to revenue growth and improved operating results at ABF, as discussed below in the ABF section of Management’s Discussion and Analysis.

The increases of 19.7% and 39.4% in diluted earnings per share for the three and six months ended June 30, 2005 over the same periods in 2004 reflect primarily improved operating results at ABF, as discussed below in the ABF section of Management’s Discussion and Analysis.

ABF Freight System, Inc.

Effective May 23, 2005 and June 14, 2004, ABF implemented general rate increases to cover known and expected cost increases. Typically, the increases were 5.8% and 5.9% respectively, although the amounts vary by lane and shipment characteristic. ABF’s increases in reported revenue per hundredweight for the three and

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

six months ended June 30, 2005 versus the same periods in 2004 has been impacted not only by the general rate increase and fuel surcharge increases, but also by changes in profile such as length of haul, weight per shipment, density and customer and geographic mix. ABF charges a fuel surcharge, based on changes in diesel fuel prices compared to a national index. The ABF fuel surcharge rate in effect is available on the ABF Web site atabf.com. The fuel surcharge in effect averaged 9.9% and 9.4% of revenue for the three and six months ended June 30, 2005, compared to 5.2% and 4.8% for the same periods in 2004.

Revenues for the three and six months ended June 30, 2005 were $417.5 million and $801.6 million respectively, compared to $391.0 million and $737.1 million during the same periods in 2004.

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

	Three Months Ended June 30
	2005		2004		% Change
Billed revenue per hundredweight, excluding fuel surcharges
Less than truckload (“LTL”) (shipments less than 10,000 pounds)	$	24.82	$	24.06		3.2	%
Truckload (“TL”)	$	9.62	$	8.90		8.1	%
Total	$	21.55	$	21.07		2.3	%
Tonnage (tons)
LTL		690,768		715,078		(3.4	)%
TL		189,671		175,872		7.8	%
Total		880,439		890,950		(1.2	)%
Shipments per DSY hour		0.513		0.533		(3.8	%)
Total pounds-per-mile		19.44		19.54		(0.5	%)

	Six Months Ended June 30
	2005		2004		% Change
Billed revenue per hundredweight, excluding fuel surcharges
LTL (shipments less than 10,000 pounds)	$	24.42	$	23.78		2.7	%
TL	$	9.21	$	8.66		6.4	%
Total	$	21.22	$	20.79		2.1	%
Tonnage (tons)
LTL		1,361,336		1,366,524		(0.4	)%
TL		361,750		337,176		7.3	%
Total		1,723,086		1,703,700		1.1	%
Shipments per DSY hour		0.513		0.527		(2.7	%)
Total pounds-per-mile		19.39		19.45		(0.3	%)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

ABF’s revenue-per-day increases of 6.8% and 8.7% for three and six months ended June 30, 2005 over the same periods in 2004 are due primarily to increases in revenue per hundredweight, including fuel surcharges. For the three and six months of 2005, figures for LTL billed revenue per hundredweight compared to the same periods in 2004 reflect a pricing environment that is competitive and consistent with the prior year.

ABF’s operating ratio improved to 90.9% and 93.1% for the three and six months ended June 30, 2005 respectively, from 91.6% and 94.4% for the same periods in 2004. The operating ratio improvement resulted from a combination of firm pricing and changes in certain other operating expense categories as follows:

Salaries, wages and benefits expense for the three and six months ended June 30, 2005 decreased 1.3% and 1.8% respectively, as a percent of revenue, when compared to the same periods in 2004, due primarily to the fact that a portion of salaries, wages and benefits are fixed in nature and decrease, as a percent of revenue, with increases in revenue levels. ABF has a greater number of employees at the lower tier of the wage scale negotiated under its union contract, which contributes to lower salaries, wages and benefits as a percentage of revenue for three and six months ended June 30, 2005, compared to the same periods in 2004. The overall decreases in salaries, wages and benefits as a percent of revenue, were offset, in part, by contractual increases under the IBT National Master Freight Agreement. The five-year agreement provides for annual contractual total wage and benefit increases of approximately 3.2% — 3.4% and was effective April 1, 2003. An annual wage increase occurred on April 1, 2005 and was 1.9%. An annual health, welfare and pension cost increase occurred on August 1, 2004 and was 6.1%. In addition, for the three and six months ended June 30, 2005, compared to the same periods in 2004, ABF experienced a decrease in its DSY productivity which offset a portion of the decline in salaries, wages and benefits as a percent of revenue. The increase in full truckload shipments, which on a per-bill basis are generally more labor intensive to pick up and deliver, combined with fewer LTL shipments, reduced DSY productivity. Workers’ compensation costs were lower as a percent of revenue, for the three and six months ended June 30, 2005 compared to the same periods in 2004 due primarily to a decrease in the frequency and severity of new claims. In addition, during the second quarter of 2004, ABF incurred additional workers’ compensation costs of approximately $1.1 million due to an increase in the reserves associated with the insolvency of Reliance Insurance Company (“Reliance”). Reliance was the Company’s workers’ compensation excess insurance carrier for the years 1993 through 1999. The decline in workers’ compensation costs was offset, in part, by an increase in nonunion health costs.

Supplies and expenses increased 1.9% and 1.5% respectively, as a percent of revenue, when the three and six months ended June 30, 2005 are compared to the same periods in 2004. Fuel costs, on an average price-per-gallon basis, excluding taxes, increased to an average of $1.70 and $1.60 respectively, for the three and six months ended June 30, 2005, compared to $1.16 and $1.11 for the same periods in 2004.

Rents and purchased transportation decreased 1.3% and 0.8% respectively, as a percent of revenue, when the three and six months ended June 30, 2005 are compared to the same periods in 2004. This decrease is due primarily to a decrease in rail utilization to 15.0% and 14.8% of total miles for the three and six months ended June 30, 2005, compared to 18.2% and 16.5% during the same periods in 2004. ABF reduced its use of rail by moving a higher percentage of freight with ABF drivers and equipment. In many of the lanes where ABF discontinued using rail, transit-time reliability improved and costs were reduced.

As previously mentioned, ABF’s general rate increase on May 23, 2005 was put in place to cover known and expected cost increases for the next twelve months. ABF’s ability to retain this rate increase is dependent on the competitive pricing environment. ABF could continue to be impacted by fluctuating fuel prices in the future. ABF’s fuel surcharge is based on changes in diesel fuel prices compared to a national index. ABF’s total insurance costs are dependent on the insurance markets and claims experience. ABF’s results of operations have

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

been impacted by the wage and benefit increases associated with the labor agreement with the IBT and will continue to be impacted by this agreement during the remainder of the contract term. Under this agreement, an annual health, welfare and pension cost increase of 5.7% will occur on August 1, 2005.

Clipper

Clipper’s revenue for the three and six months ended June 30, 2005 increased 15.0% and 13.8% respectively, when compared to the same periods in 2004. Clipper’s revenues for the first six months of 2005 consisted of 49% intermodal revenues, 35% temperature-controlled revenues and 16% brokerage revenues. Clipper’s temperature-controlled division experienced increases of 18.4% and 20.5%, respectively, in revenue for the three and six months ended June 30, 2005, compared to the same periods in 2004, due to strong customer demand for its spot-market rail capacity. This resulted from the availability of a large number of loads containing high-quality produce combined with fewer truck options for moving those loads eastbound from the West Coast. Clipper’s brokerage division experienced revenue increases of 30.1% and 51.7%, respectively, for the three and six months ended June 30, 2005, compared to the same periods in 2004, due to continued good service from its trucking partners and an increase in shipments from new customers. Revenues for Clipper’s intermodal division increased 6.2% and 1.5%, respectively, for the three and six months ended June 30, 2005, compared to the same periods in 2004, due to an increase in the volume of shipments from new and existing customers.

Clipper’s operating ratio improved to 95.4% and 97.5% for the three and six months ended June 30, 2005, respectively, from 97.1% and 99.7% in the same periods of 2004. These improvements are due primarily to improved revenue levels for all divisions. Clipper’s higher revenue levels result in better coverage of overhead costs.

Income Taxes

The difference between the effective tax rate for the three and six months ended June 30, 2005 and 2004 and the federal statutory rate resulted from state income taxes, tax-exempt income and nondeductible expenses. The tax rate for the three and six months ended June 30, 2005 as compared to the same period in 2004 is due primarily to higher income levels, a lower effective state income tax rate and an increased amount of tax-exempt income from short-term investments.

Assets Leased to G.I. Trucking Company

See Assets Held for Sale (Note K) regarding the designation of G.I. Trucking properties as assets held for sale and Subsequent Events (Note M) regarding the closing of the sale of the terminals to G.I. Trucking on July 27, 2005.

Accounts Payable

Accounts payable increased $10.0 million from December 31, 2004 to June 30, 2005, due primarily to $8.2 million in revenue equipment purchased, but not yet paid for at June 30, 2005.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited) — continued

Seasonality

ABF is impacted by seasonal fluctuations, which affect tonnage and shipment levels. Freight shipments, operating costs and earnings are also affected adversely by inclement weather conditions. The third calendar quarter of each year usually has the highest tonnage levels while the first quarter has the lowest. Clipper’s operations are similar to operations at ABF, with revenues usually being weaker in the first quarter and stronger during the months of June through October.

Effects of Inflation

Management believes that, for the periods presented, inflation has not had a material effect on the Company’s operations.

Forward-Looking Statements

Statements contained in the Management’s Discussion and Analysis section of this report that are not based on historical facts are “forward-looking statements.” Terms such as “estimate,” “forecast,” “expect,” “predict,” “plan,” “anticipate,” “believe,” “intend,” “should,” “would,” “scheduled” 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 the Company’s Securities and Exchange Commission (“SEC”) public filings.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Instruments

The Company has historically been subject to market risk on all or a part of its borrowings under bank credit lines, which have variable interest rates.

The Company was a party to an interest rate swap on a notional amount of $110.0 million, which matured on April 1, 2005.

Other Market Risks

Since December 31, 2004, there have been no significant changes in the Company’s other market risks, as reported in the Company’s Form 10-K Annual Report.

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ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2005. There have been no changes in the Company’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II.

OTHER INFORMATION
ARKANSAS BEST CORPORATION

ITEM 1. LEGAL PROCEEDINGS.

Various legal actions, the majority of which arise in the normal course of business, are pending. None of these legal actions are expected to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. The Company maintains insurance against certain risks arising out of the normal course of its business, subject to certain self-insured retention limits. The Company has accruals for certain legal and environmental exposures.

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

     (a) Recent sales of unregistered securities.

None.

     (b) Use of proceeds from registered securities.

None.

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

The Company has a program to repurchase, in the open market or in privately negotiated transactions, up to a maximum of $25.0 million of the Company’s Common Stock. The repurchases may be made either from the Company’s cash reserves or from other available sources. The program has no expiration date but may be terminated at any time at the Board’s discretion. The following table presents purchases made during the second quarter 2005:

			Average				Maximum Dollar
	Total Number		Price Paid		Total Number of		Value of Shares
	of Shares		Per Share		Shares Purchased		That May Yet Be
	Purchased During		During		as Part of Publicly		Purchased Under
Period Ending	2nd Quarter 2005		2nd Quarter 2005		Announced Program		the Program
March 31, 2005						509,150	$	11,121,544.65
April 30, 2005		—	$	—		509,150		11,121,544.65
May 31, 2005		125,000		32.39		634,150		7,072,662.40
June 30, 2005		—		—		634,150		7,072,662.40
		125,000	$	32.39

See Note M regarding the Board of Directors authorization of additional amounts for its current program to repurchase shares, subsequent to June 30, 2005.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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PART II. — continued
OTHER INFORMATION
ARKANSAS BEST CORPORATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company’s Annual Meeting of Shareholders was held on April 20, 2005.

The first proposal considered at the Annual Meeting was to elect Robert A. Davidson, William M. Legg and Alan J. Zakon to serve as directors of the Company. The results of this proposal were as follows:

Directors	Votes For		Votes Withheld
Robert A. Davidson		22,484,258		629,770
William M. Legg		22,613,470		500,558
Alan J. Zakon		22,510,882		603,146

The second proposal was to approve the Executive Officer Annual Incentive Compensation Plan. This proposal received 22,090,141 votes for adoption, 240,199 against adoption, 783,688 abstentions and no broker non-votes.

The third proposal was to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2005. This proposal received 22,907,472 votes for adoption, 196,585 against adoption, 9,971 abstentions and no broker non-votes.

The fourth proposal was to approve the 2005 Ownership Incentive Plan. This proposal received 18,390,570 votes for adoption, 1,753,908 against adoption, 781,495 abstentions and 2,188,055 broker non-votes.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

31.1	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARKANSAS BEST CORPORATION
	(Registrant)
Date: August 2, 2005	/s/ David E. Loeffler
	David E. Loeffler
	Senior Vice President — Chief Financial Officer,
	Treasurer and Principal Accounting Officer

32