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Executives

David Humphrey - Director of IR

Judy R. McReynolds - SVP, CFO and Treasurer

Robert A. Davidson - President and CEO

Analysts

Justin Yagerman - Wachovia Securities

Tom Wadewitz - JP Morgan

Ed Wolfe - Bear Stearns

Tom Albrecht - Stephens Inc

David Ross - Stifel Nicolaus

Ken Hoexter - Merrill Lynch

Arkansas Best Corp. (ABFS) Q3 2007 Earnings Call October 26, 2007 11:00 AM ET

Operator

Good morning my name is Beth and I’ll be your conferenceoperator today. At this time I would like to welcome everyone to the ArkansasBest Corporation's Third Quarter ’07 Earnings Conference Call. All lines havebeen placed on mute to prevent any background noise. After the speaker’sremarks there will be a question-and-answer session. (Operator Instructions).

Thank you. Mr. Humphrey, you may begin your conference.

David Humphrey

Welcome to the Arkansas Best Corporation's third quarter2007 earnings conference call. We will have a short discussion of the thirdquarter results and then we'll open up for a question and answer period. Ourpresentation this morning will be done by Mr. Robert A. Davidson, President andChief Executive Officer of Arkansas Best Corporation; Ms. Judy R. McReynolds,Senior Vice President, Chief Financial Officer, and Treasurer of Arkansas BestCorporation.

We thank you for joining us today. In order to help youbetter understand Arkansas Best Corporation and its results, someforward-looking statements could be made during this call. As we all know,forward-looking statements by their very nature are subject to uncertaintiesand risks. For more complete discussion of factors that could affect thecompany's future results, please refer to the forward-looking statementssection of the company's earnings press release and the company's most recentSEC public filings.

We'll now begin with Ms. McReynolds.

Judy R. McReynolds

Thank you for joining us this morning. I'd like to updateyou on our third quarter results, and then I'll turn it over to Bob for furtherdiscussion of the quarter.

Arkansas Best's third quarter 2007 revenues were $480million, down from last year's figure of $507 million. Our diluted EPS were$0.75 a share versus $1.24 a share last year. Arkansas Best's operating cashflows were $93 million YTD. Our net purchases of property and equipment totaled$69 million.

So far this year we've purchased treasury stock for nearly$5 million and we've paid common stock dividends of $11 million. Our balance ofcash and short-term investments was $147 million at the end of September, andthis compares to $136 million at the end of June, and $140 million at the endof last year. Full details of our GAAP cash flows are attached to our earningspress release.

Our effective tax rate for the nine months ended inSeptember was 38.1%, which is below the 38.9% rate for the same period lastyear. The rate is lower because of our tax exempt income from short terminvestments and life insurance policies, and because we've recorded a taxcredit for using alternative fuel. This year's third quarter was the first timewe have recognized this fuel tax credit.

Our reduced tax rate improved our third quarter earnings pershare by $0.02 a share. We expect our fourth quarter and full year effectivetax rate to be in the range of 38% to 38.5%.

We’re planning for further reductions in our 2007 capitalexpenditures. We now expect the net CapEx range to be between $80 million and$90 million. This is down from the previously reduced range of $95 million to$110 million that we shared with you in the second quarter.

Our current business levels are challenging and we havecontinued to evaluate our capital needs relative to our business level.Throughout this year we have been reducing the size of ABF's overall equipmentfleet by taking advantage of options to sell older excess equipment.

Now I would like to turn it over to Bob for his comments onthe quarter.

Robert A. Davidson

Thanks Judy and good morning everyone. ABF Freight System,our largest subsidiary, reported third quarter revenue of $462 million, that'sdown from last year's third quarter revenue of $494 million. ABF's thirdquarter operating ratio was a 93.8, that's compared to a 90 even in the thirdquarter of '06.

As has been the case since October of last year we had achallenging LTL freight environment that continues to impact our operatingmargins. In addition costs associated with ABF's regional investment, that isapproximately a 130 basis points to our OR compared to last year.

Beginning in the fourth quarter the year-over-year operatingratio impact to the RPM should be less as we begin to compare back to periodswith similar cost. Finally the combination of higher cost associated withworkers comp, clients and lower expenses on third-party casualty claims addednearly 100 basis points to the ABF's operating ratio compared to the thirdquarter of '06. However on a year-to-date basis and on the last four quartersbasis, these costs are in line with previous periods. They are actually belowour five year historical average.

ABF's third quarter tonnage declined 5.8% compared to lastyear. Through this August, those tonnage levels had remained fairly consistentwith no improvement, but no further deterioration since we had the initialdownturn in October of '06. However, beginning in September and continuing intoOctober, we believe that we see some further weakness in the economy and that'scaused a downturn in our tonnage, even comparing back against these year compsand fall of '06.

So far in October, tonnage trends are running below the sameperiod last year by about 4% to 4.5%. As a result, we are taking another lookat our expenses. We are going to further reduce cost and we are going tocontinue to align the size of our network with the amount of business that wesee out there.

In the third quarter, ABF's total billed revenue perhundredweight was essentially flat for the same period last year. This we havetalked about last quarter changes in freight mix and shipment profile also hadan impact on the yield statistics that we've reported.

We are seeing additional shipments from our regionalinitiative, so our third quarter length of haul declined by 1.8%, and alsoduring the third quarter we increased the number of spot truckload shipmentsthat moved through our network. These shipments helped to improve capacityutilization, but they also contribute to increasing ABF’s average shipment size.

Without the impact of these and other pro forma mix, pure pricingon ABF’s traditional LTL business was up about 2% versus last year's thirdquarter. And that’s about the same level of increase that we’ve seen throughout the year on our contract business.

Regardless of the freight environment in which we’reoperating, ABF's is going to offer value by meeting the individual need to ourcustomers and we will keep pricing on a case-by-case basis.

We obviously remain optimistic about the success we'reseeing from ABF’s regional performance model, with this operation ABF offersimproved next day and second day service throughout the East and two-thirds ofthe United States.While the addition of these shipments is obviously affected by the existingfreight environment, we’re making progress. During the third quarter tonnagetransfer these shipments were clearly better than those in ABF’s traditionallong haul markets.

Over the long-term, we believe the opportunities to gainsignificant penetration into the regional business is well worth the initialinvestment that we're making. Our organic approach to adding regional businessminimizes the risk in this important venture.

ABF's, RPM initiative allows us to be competitive in theregional markets on transfer time and cost endpoint and we believe that ABF'ssuperior service and our attention to meeting specific customer requirementswill contribute towards growth and success in this important market.

The current freight environment is difficult. Its prettyclearly, but we continue to pursue new initiatives to grow our company andduring times like this its specially important to do things correctly andefficiently in order to maintain your existing customer relationships.

We believe we’ve got the best employees in our industry andtheir success and attention to detail have a positive impact on our reputationin the marketplace and on our ability to deliver a superior product.

As we saw, during the first half of the year ABF teamcontinues to excel in claims free cargo handling. ABF year-to-date claims ratioas a percent of revenue remained 0.7%, that's our lowest level in the last 25years. We also continued to give excellent transit-time reliability in themarketplace and we think that’s especially important in a freight downturn.

During 2007, in the National Truck Driving Championships, twoof ABF’s finest were recognized as best of the best in their respective drivingcategories. John Hazlett, who operates in ABF's, Vincentown, New Jerseyservice center, took top honors in the Three-Axle Class. And Scott Harris, inour Albany, New York facility was the National Championin the Five-Axle Classification.

John Hazlett, also won the ATA award for professionalexcellence, which recognizes the contestant who most exemplifies the bestattributes of a professional truck driver. We think John and Scott are just twoof the 15 ABF drivers who competed in the national competition this year, andare good examples of the fine ABF drivers all across the system.

Our consistent record of superior cargo care and drivers whoare just the best in the industry are a couple of examples of whatdistinguishes ABF, and that’s going to help us in the good times and the tough times.

With that I think we are ready to take some questions.

Question-and-AnswerSession

Operator

(Operator Instructions). Your first question comes fromJustin Yagerman with Wachovia.

Justin Yagerman -Wachovia Securities

Hey, Good Morning guys and Judy.

Judy R. McReynolds

Good morning

Robert A. Davidson

Hello again Justin.

Justin Yagerman -Wachovia Securities

Hi, wanted to get its sense. With talking on more of thespot truckload freight how does fuel surcharge work on that. Did that go on toa regular LTL fuel surcharge system or are you taking that on from brokerswhere you maybe be getting dinged a little bit on the fuel side?

Robert A. Davidson

No, we do almost no business with brokers. The spot volumebusiness is subject to our normal fuel surcharge at lower weights and at largeweights there's a larger fuel surcharge which is competitive with the truckload carriers. Obviously, when we book that business we’re quoting a rate includingthe fuel surcharge and we try to be competitive when the market plays, so youcan say that the bottom-line price is competitive and that probably influenceswhat the fuel surcharge number is but it's on there end we're accessing it.

Justin Yagerman -Wachovia Securities

Okay so on higher weights, to just get it to right its morelike a LTL fuel surcharge on the lower weights, it's pretty comparable to whatyou are getting on typical LTL shipments.

Robert A. Davidson

Justin, if you look at the nominal schedule above a certainsize the fuel surcharge percentage actually doubles.

Justin Yagerman -Wachovia Securities

Got it. Okay and just I guess I don’t know if you mentionedthis I didn’t catch it. What was your weight per shipment up year-over-year inthe quarter or down?

Judy R. McReynolds

It was up 1.2%

Justin Yagerman -Wachovia Securities

Okay, can you talk about the mix and how it's changed Iguess now in the quarter between truckload and LTL, how much more truckloadfreight are you picking up was your tonnage actually up in that year-over-year?

Robert A. Davidson

Well, that would depend upon what definition you have fortruckload and LTL. I think it's just fair to say that we had more of the largerspot volume shipments than we did in the third quarter of last year, but prettyconsistent what you saw on our second quarter of this year.

Justin Yagerman -Wachovia Securities

Okay, then looking at the RPM rollout. I know you guysobviously saw some OR degradation from that, do you expect that to improve asyou start to lap the rollout. But can you talk a little bit about what are youseeing in that market and what the progress is and the brand recognition isstarting to feel like out there?

Robert A. Davidson

Well, we are not going to break out specific numbers foryou, but I think you tell from the general remarks that we are pleased with oursuccess so far, we're obviously not satisfied, but we are pleased for making adifference. I think it's pretty interesting that we had a good brand as aconsistent, reliable, long haul carrier. And we are getting people to think ofus as a regional carrier or actually a full service carrier and that process isperceiving it's obviously easier to do that with existing customers. But we arebeginning to break that long-haul only distinction.

I was meeting with some of our field executives this weekand it's also kind of a interesting story of how this reliable service in thenext day market, is actually helping to brand us more favorably on all the products.So, I think ultimately they all work together. We are going to have to sellthis business account-at-account and the most difficult shipment to give is thefirst shipment. That first Olive out of the bottle is hardest, but oncecustomers see that we do really perform like we say we're doing, we’re gettingsome enthusiastic participation there.

Justin Yagerman -Wachovia Securities

You think you can get this business to breakeven in 2008,even without corporation from the economy?

Robert A. Davidson

I don’t know. We’re spending as you know 100 to 130 basispoints and as business grows we obviously will begin to recoup that investment.Answer to that would require me to forecast what’s going to happen not only inoverall tonnage, but in the regional market and I don’t think we’re capable ofdoing that.

Justin Yagerman -Wachovia Securities

Okay, and then a last question. As you move forward pricingcomparisons get a little bit easier, just on a year-on-year basis. But it feelslike things have gone more competitive. Do you think the revenue perhundredweight from here when you factor in the need for truck load spotbusiness in the rest stays negative at least to the first quarter of next yearor how do you think about that kind of on a go forward basis?

Robert A. Davidson

Well, first of all, I don’t feel like pricing is negative. Iwould love to be getting 3% and 4% rate increases and we're not over thelong-haul. We need more than the 2% we're getting. But I think that’s positiveif you factor out the change in the length of haul and factor out the affect ofthese spot volume shipments, which we can eliminate when the LTL tonnagereturns. So if you focus on the fact that even in this environment during thethird quarter and on a year-to-date basis we got 2.8% rate increase on the mostprice sensitive customers we have, which are the ones we contract for pricing.Those aren't bad numbers; they are certainly not negative numbers.

Justin Yagerman -Wachovia Securities

I appreciate it, thanks guys.

Robert A. Davidson

Thank you, Justin.

Operator

Your next question is from Tom Wadewitz with JP Morgan

Tom Wadewitz - JPMorgan

Yes, good morning.

Judy R. McReynolds

Hello Tom.

Robert A. Davidson

Good morning Tom.

Tom Wadewitz - JPMorgan

I have one, I guess two different primary questions, want tofocus on the first one. You're outlook on tonnage and demand is the things aregetting a little bit weaker even then they were already. Does it feel like thisis pretty comparable period to the '01, '02 weakness in LTL, and I guess if itis. Does that lead us to believe that you might be operating in another year ofmargin pressure in 2008?

Robert A. Davidson

Well, certainly the 2001 era, was a tough period. I think wehad individual quarter declines were on the order of more, I am thinking likesomeone just put me a chart here that shows in the fourth quarter of '01 versusfourth quarter of 2000. Our pounds per day were of by 13.6% and we don’t seethis environment being that tough, but if you look at full year '01 over fullyear 2000, our tonnage was off 7.7% which again probably little worsen. That'sabout the same. I think it’s interesting to at look how are OR deterioration inthis current period compares with that period. If you strip out a effect of RPMand if you use workers comp in BIPD on a full year basis, our defect of ournegative operating leverage is about half of what it was in the prior period,but we’re not really happy with these results. We think we're doing pretty goodjob of cost control and account management.

Tom Wadewitz - JPMorgan

So I guess in terms of the way you think the market is goingto work and you definitely are showing some good control on the cost side. Isit that the LTL market works such that you would expect to have two years ofweakness or I mean is there some chance that you can see a bounce back in ameaningful way in a way, because it looks in '01 and '02 and adds pretty muchtwo years of weakness, it wasn’t like one year followed by quick bounce back?

Robert A. Davidson

Certainly with what happened after 9/11 maybe that was anunusual circumstance that was compounded and this particular cycle the truckingmarket usually leads the rest of the economy and it would appear that we leadthe economy for about 12 months. I think we typically lead by about six months.That little doubt that the trucking industry will rebound before the generaleconomy will, but the question is when will that happen and I don’t have anybetter insight on that as you do Tom.

Tom Wadewitz - JPMorgan

Sure that's fair enough. In a press release this morning youcommented on the Teamster liability for that withdrawal from the pension funds.If that new estimate had increased I think it's about a 30% increase a littleover that, with that much of an increase does that put at risk your objectiveof trying to withdraw from the funds or is that a very manageable increase andwhat would essentially be converted from a contingent to an [high] balancesheet liability.

Robert A. Davidson

Tom we have been modeling our internal proposals on thebasis of the new number. We have been modeling that for some time, because wehad expected some change in that range.

Tom Wadewitz - JPMorgan

Okay so that still a central goal of your negotiation wouldbe to withdraw from those plans?

Robert A. Davidson

The withdrawal of UPS Parcel from the central states fundpumps a lot of money in there. We think it reduces the short term risk of thefunding deficiency, but it really doesn't change the long term status of thefund and in fact the elimination of a large stable contributor may beintroducing some additional uncertainty over the longer time. We have got areal opportunity with our balance sheet to provide comfortable benefits to ouremployees at more competitive prices, more competitive benefit cost and resultof that is a win for the company. It's a win for our employees, and it's a winfor customers. So that's the central focus of our ongoing negotiations andhonestly we are getting lot of residents in that message from our employees.

Tom Wadewitz - JPMorgan

Okay and you still think that the UPS's success kind ofmakes it easier for you to follow that path and perhaps have some success inthat withdrawal as well.

Robert A. Davidson

Well, I point to the explanations for that withdrawal and Iagree with those explanations, they apply to us just they do UPS Parcel.

Tom Wadewitz - JPMorgan

Right, okay great, thank you for the time.

Robert A. Davidson

Thank you, Tom.

Operator

Your next question comes from Ed Wolfe with Bear Stearns.

Ed Wolfe - BearStearns

Hi, good morning.

Judy R. McReynolds

Good morning, Ed.

Robert A. Davidson

Hi, Ed.

Ed Wolfe - BearStearns

Just a follow up on Tom's question, if I take the middlerange and assume that you are successful and you’ve got to pay an $825 million,you've got to fund that. I am guessing you fund that with that and that ratiogoes up to near 60% and you’re confident that you can then pay down cash withyour cash flows. Is that how to think about?

Robert A. Davidson

Ed, we’ve done a lot of modeling. There are a lot ofdifferent scenarios. We’ve honestly got a lot of levers at our disposal. We’renot going to focus too much on that until we get down to seeing what we have towork with and we’re obviously not going to spend a lot of time talkingexternally about that. But let me just say that withdrawal from the pensionplan is something that we can manage and be comfortable in doing so.

Ed Wolfe - BearStearns

Okay, and negotiating with the teams just generally is thereanything that you’ve learned in the last two or three years rolling out RPM,that you can go to them and say, hey, this is what’s not working and this iswhat’s working. And is there more flexibility or something to work on that side?

Robert A. Davidson

Ed, that's a pretty good point. We’ve had some informalpreliminary discussions with the IBT and we pointed to the fact, in fact Ithink they pointed out to us that the places where we see business growth andjob growth those are places where we're doing things differently. We'veapproached the regional market with increased flexibility and so in a fairlyrevolutionary manner. We’ve got some other markets where we’re doing thingsdifferently. And those are the places we’re seeing growth and I think that’s amodel for what ABF and the IBT can do together. I’ve got no doubt that we canextend the success that we’ve seen in the regional market all across oursystem. That’s a message that’s pretty clearly.

Ed Wolfe - BearStearns

Thanks. Judy, if I just look at 130 basis points and moreRPM cost, that backs into like $6.2 million incremental costs year-over-year?What's the absolute amount of extra costs in the quarter?

Judy R. McReynolds

Are you talking about, in the third quarter of '07?

Ed Wolfe - BearStearns

Yeah.

Judy R. McReynolds

It was $5.7 million.

Ed Wolfe - BearStearns

So I am missing something then if its 6.2 year-over-year,you had a negative 500 impact a year ago?

Judy R. McReynolds

Well, excuse me; I gave you the gross number for the thirdquarter of '07. It was about $2 million in the third quarter of '06.

Ed Wolfe - BearStearns

So it's 57 versus 2?

Judy R. McReynolds

Yeah.

Ed Wolfe - BearStearns

Okay, and in fourth quarter of '06, how much was it?

Judy R. McReynolds

Well, let's see. In the fourth quarter of '06 we had about$5 million. And let may say this, in the third quarter of '06, we had about $2million of incremental costs over the previous period. In the fourth quarter of'06 we had about $5 million and in third quarter of '07 we had about $5.7million.

Ed Wolfe - BearStearns

So the $5.7 million was the absolute expense, it's not theyear-over-year or it's the absolute?

Judy R. McReynolds

No, it's the year-over-year expense change.

Ed Wolfe - BearStearns

Okay, so what was the absolute number?

Judy R. McReynolds

It would be about $7 million.

Ed Wolfe - BearStearns

Okay that's helpful.

Judy R. McReynolds

Okay.

Ed Wolfe - BearStearns

Okay, that's all I have got. Thanks a lot I appreciate thetime.

Judy R. McReynolds

Okay. Thank you.

Robert A. Davidson

Thank you, Ed.

Operator

Your next question comes from Tom Albrecht with StephensIncorporated.

Tom Albrecht -Stephens Inc

Hey, Good morning everyone.

Robert A. Davidson

Don’t you move there Tom.

Tom Albrecht -Stephens Inc

Yeah, we have done it a couple times in our career, but notlately. Let me get a couple of facts or questions out of the way, and then Iwant to go to couple of bigger picture questions. What's the number of workdaysfor the fourth quarter of '07?

Judy R. McReynolds

Hold on a second, David is getting that for us.

Tom Albrecht -Stephens Inc

Okay, and then can you give me the length of haul, youmentioned the change but kind of fanatical about tracking numbers like that.

Judy R. McReynolds

61 days in the fourth quarter.

Tom Albrecht -Stephens Inc

Okay.

Judy R. McReynolds

And the length of haul change was a decline of about 1.8%.

Tom Albrecht -Stephens Inc

Right, do you have the actual length I guess that's what Iam asking?

Robert A. Davidson

It's 1165 in the third quarter of '07.

Tom Albrecht -Stephens Inc

Okay and what was the year ago number?

Robert A. Davidson

1186.

Tom Albrecht -Stephens Inc

Okay and then, alright. Then how about the kind ofmonth-by-month tonnage comps July, August, September; what were the monthlydeclines that you went through in the quarter?

Judy R. McReynolds

In July and August our tonnage was down about 5% and inSeptember it was down close to 7%.

Tom Albrecht -Stephens Inc

Okay and then on this whole pension discussion here I wantto make sure I understand this a little bit. What’s your current cost of debtand if you were to borrow lets say $700 million, because you do have some cashon hand do you have an estimate what your cost of debt might be in thatsituation.

Judy R. McReynolds

Well, we really don’t. The market is changing so much that Iwould hesitate to provide that to you. Certainly at higher levels of debt Ithink that our cost of money would be impacted it would be higher, but we haveseen estimates of that, but I would hesitate to give them to you because themarket is changing so much.

Tom Albrecht -Stephens Inc

Sure, can you refresh my memory Judy on your average cost ofdebt right now.

Judy R. McReynolds

Well it's in a little bit above 5%, because we have a reallygood financing facility with our credit agreement and our incremental marginsabout LIBOR is not much so we are in a good situation there. But I wouldn’t saythat a good benchmark for what you would in a bigger borrowing scenario andagain I would hesitate to give that to you because the market is changing somuch.

Robert A. Davidson

You also need to keep in mind that those numbers are pre-taxnumber and on a post-tax basis the numbers get a lot smaller.

Tom Albrecht -Stephens Inc

You mean, in terms of the impact to earnings.

Robert A. Davidson

No on the impact of the borrowings environment.

Tom Albrecht -Stephens Inc

Oh, yeah.

Judy R. McReynolds

Just talking about on the balance sheet, initially you mighthave some amount that would be like that in the scenario where you withdrawfrom the old funds, but very quickly you would get the tax benefits back.

Tom Albrecht -Stephens Inc

Right, do you have an estimate, if you were successful ingetting out of the central stage fund, how much your annual pension expense,how much lower it might be in a new pension plan that that you establish?

Robert A. Davidson

We do know those numbers, but we are not prepared todisclose them.

Tom Albrecht -Stephens Inc

Okay, I will keep asking.

Judy R. McReynolds

But one thing to remember is that's a part of the negotiation.

Tom Albrecht -Stephens Inc

Right, I can imagine. Then I just want to make sure the 800to 850, that's a figure that would accomplish all 27 or 28 of the Teamster plans

Judy R. McReynolds

Yeah.

Tom Albrecht -Stephens Inc

And how much of that, approximately is just the Central States50% or…

Judy R. McReynolds

No, it's about, of the withdrawal numbers about 80%.

Tom Albrecht -Stephens Inc

Okay, and what is the correct number 27 or 28 that you arepart of?

Judy R. McReynolds

27.

Tom Albrecht -Stephens Inc

Alright, and then just save the other for later. But 2008tax rate do you have an estimate on that as a result of the energy tax credityou talked about for the fourth quarter but how our next year?

Judy R. McReynolds

Well. I do think that that would continue to be there, but Idon’t have an estimate yet. We'll probably disclose some range on our fourthquarter conference call in January.

Tom Albrecht -Stephens Inc

Alright. And then any chance that a new pension plan thatyou would establish would actually be a defined contribution, as opposed to adefined benefit or is that like fat chance?

Robert A. Davidson

Those are all subject to negotiations.

Tom Albrecht -Stephens Inc

Okay, and can you talk Bob a little bit even periodicallyhow that would work. I mean, you’ve got a bunch of retirees and money throughthe Central States plan and yet you set up some sort of a new plan goingforward. Who is covered under the old, who’s covered under the new, is theresome sort of a wrap around agreement?

Robert A. Davidson

I can appreciate your persistence, but we’re going to talkabout elements of that negotiation with anyone other than the IBT.

Tom Albrecht -Stephens Inc

Okay. I know once it all said and done we will get somecolor on that?

Robert A. Davidson

Exactly.

Tom Albrecht -Stephens Inc

Lastly, is there any reason to believe that you would reachan agreement separate from the labor agreement; I mean one ahead of the otheror at this point does it make sense to assume that there will be simultaneousagreements?

Robert A. Davidson

Are you talking about reaching an agreement on the…

Tom Albrecht -Stephens Inc

On the regular [steams] to contract.

Robert A. Davidson

On the benefits issue I suppose to the other provisions…

Tom Albrecht -Stephens Inc

Yeah, I mean are they going to be done hand-in-hand or…

Robert A. Davidson

They are all folded together. We have two goals in our labornegotiations. One is to secure benefits for employees and the other is todevelop a contract that allows us to grow business and grow jobs and both ofthose are folded together. They are part of the same negotiations. So I see usworking on those simultaneously and reaching an agreement at the same time.

Tom Albrecht -Stephens Inc

Okay, and then I guess lastly will the Board consider thepossibility that your next round of peak earnings potential would be less eventhough you'd get rid off an open-ended liability. The potential lost marketcap, if you are only able to make three bucks next cycle versus four. Is thatpart of the whole thought processes as well in light of the added interestexpense?

Robert A. Davidson

I think that question is way too hypothetical at this pointwhere we are.

Tom Albrecht -Stephens Inc

Okay, that’s all I've got for now. Thank you very much.

Judy R. McReynolds

Thank you, Tom.

Robert A. Davidson

Thank you, Tom

Operator

Your next question comes from David Ross with Stifel Nicolaus

David Ross - StifelNicolaus

Good morning, everyone.

Judy R. McReynolds

Good morning David.

Robert A. Davidson

Hi David.

David Ross - StifelNicolaus

Last year in the fourth quarter, I remember everyone was alittle caught off guard by the lack of peak season and your labor managementwas suboptimal due to the unexpected flat tonnage that continued in thirdquarter of ’06. Have you been handling that better this quarter or I guess whatshould we be expecting in the fourth quarter in terms of labor management?

Robert A. Davidson

I agree with you, your premise David and I think it’s fairto say that we again are not seeing a big season, but you also can assume thatwe are no longer listening to those who tell us that good times are just aroundthe corner. Not only have, obviously have we reconciled our business to thatdown turn but we are continuing to look at the amount of tonnage that we havein the fourth quarter and we're making further adjustments based on the 4% to4.5% decline that we talked about.

David Ross - StifelNicolaus

You said that you have been reducing the size of ABF'sfleets. By how much is it down year-over-year?

Judy R. McReynolds

Well, we have continued to match our equipment fleet to ourtonnage level and I think whenever we close the year we're anticipating havingthat matched up really well. Yeah, there's various reductions in variouscategories. But the goal that we have is to make sure that we have it rightsize with our business level and giving you those percentages like might be alittle confusing to you, because we have reduced our rail utilization andthat's involved in the mix here but just suffices to say that we have reducedour fleet and we're going to continue to do that so that we have it right-sizedwith our business levels including the shift away from rail.

David Ross - StifelNicolaus

And do you have the percent of rail miles in this quarterversus last quarter?

Judy R. McReynolds

Yes, it was 13.6% this quarter versus about 17% lastquarter.

David Ross - StifelNicolaus

Okay and then as far as the RPM model is concerned, have youhad to be a little bit more aggressive on price in this market to get volume ithas never really been your thing, but what we are hearing from other carriers,the regional that were more considered in the long haul can be the best time totry to get into that market?

Robert A. Davidson

We're finding that we need to make sure that our rates arecompetitive, our base rates are competitive with those players that are in thatmarket and our pricing analysis is more around making sure that we have baserates comparable to those other players in the market. You might imagine ourrates historically were based upon the lot of security in those regional linesand now that we have more direct service, a different set of rates areappropriate. But in terms of the effective discount, I believe the effectivediscount is actually a little lower in that market than it is in the long haulmarket, and we expect margins that are comparable to our long haul business.

David Ross - StifelNicolaus

And last question along more of semantics, where you talk inthe release about the price environment being very competitive, yet it’s stillbeing rational. At what point is pricing stopped being very competitive interms to extremely competitive and irrational. Where do you draw the line?Please give a little more color on your comments, sir?

Robert A. Davidson

Somewhere we have to publish definitions, quantify whatthose adjectives mean. You probably heard us speak out in the financialcommunity and we’ve talked about an environment, which is much different thanthe pricing environment was in the 80s and early 90s, and I think those commentsapply especially in a freight downturn.

Our company used to operate between 95 and a 100, based uponthe business cycle. In the good time we would operate 95, occasionally a littlebetter, and then during downturns like we’re seeing now, we would approach a100 operating ratio. In the period after the mid-90s, we have operated in abetter neighborhood. We can approach a 90 operating ratio in good times and,then you see the kind of numbers we posted this year on what are reallydisappointing tonnage number. And I think it really speaks to the environmentwe find ourselves in, which is honestly more rational.

I think I guess I would point to a major carrier who earlierannounced a pretty significant cut in their rates through the fuel surchargemechanism. And I think it probably speaks a lot to the rational environment wehave on what didn’t happen. You’ll see that’s had not a lot of apparent effectin the marketplace and not a lot of carriers have jumped on the bandwagon. It’spretty clear that 15 years ago in this industry that would not have happened.So I think you’ve got a interpret our pricing comments in terms of the factthat our 2.8% increase on contracts and the funds is not a number we’re happywith in the long-term. But in the scheme of things it’s a pretty good numberfor the environment we find ourselves in.

David Ross - StifelNicolaus

Okay. Thank you all very much.

Robert A. Davidson

Thank you, David.

Operator

Your nest question is from Ken Hoexter with Merrill Lynch.

Ken Hoexter - MerrillLynch

Hi, good morning.

Judy R. McReynolds

Good morning, Ken.

Ken Hoexter - MerrillLynch

Can you just talk a bit about the -- just one clarificationon the Teamster thing if we can jump back to that for a second? Am I right thatyou want to withdraw from all of them or is there a chance that you wouldnegotiate to just do the Central State?

Robert A. Davidson

We believe that all of the small time player pension planssuffer for the same deficiencies. They’re all at various stages of disrepairCentral States being the worst case of that, but all of them are (inaudible)and do not represent an efficient way of delivering good benefits for ouremployees. And therefore we are going to pursue withdrawal from all of thosefunds.

Ken Hoexter - MerrillLynch.

Okay great. Can you, you ran though volume growth this yearand I know last year in the fourth year, we kind of deteriorated as you hadmentioned earlier can you kind of run through what October, November, Decemberlooked like last year?

Robert A. Davidson

Sure, just a…

Judy R. McReynolds

From a tonnage standpoint?

Ken Hoexter - MerrillLynch.

Yes.

Judy R. McReynolds

Okay, October and November we're down about 7.5% andDecember was down about 6%.

Ken Hoexter - MerrillLynch.

Okay

Judy R. McReynolds

Total fourth quarter was down 6.9%

Ken Hoexter - MerrillLynch.

Okay. And then when you talked about moving more into thetruckload, kind of some of the business you would, are you talking about kindof the tonnage, or are you talking about using some of your pumps to go, kindof long-haul. I'm just trying to understand what you mean by supplementing thetonnage by moving into some of the truckload sectors. Is that more just aweight of shipments you're taking?

Robert A. Davidson

Well Ken, our LTL business is what drives the bus if thiscompany is what we focus on. But in periods where we have empty trucks movingon highway, we will go out and find larger shipments that we will try to takeaway from the truckload sector, and we’ll do so in a way that providesincremental return to us. Now that's a good thing, because it does not disruptour LTL pricing and our LTL relationship and it provides us an opportunity tosupplement. You may recall earlier in '06, we were actually discouraging that traffic,we would raise prices a lot to run it off, because we wanted to protect ourservice on our LTL product. As we got into the fourth quarter and beyond, webegan to re-attract that business and it’s useful in terms of balancing ouroperation not only from empty miles standpoint but also from a capacityutilization standpoint. But that allows us to provide stability to our LTLcustomers, but also more closely optimize our overall results. So it is spotbusiness in the true sense of the word.

Ken Hoexter - MerrillLynch

But your talking about the, not any of the P&D equipmentyou are talking about the stuff that would be moving between your servicecenters to carrier freight. If it went one way its more balancing of the loads.

Robert A. Davidson

Yeah, that’s true.

Ken Hoexter - MerrillLynch

Okay and then lastly if I come over to pricing. I just wantto understand kind of I guess in this weakening environment, there is stilltons of smaller companies out there with revenues $100 million and less. I thinkthis is just the increased focus of the fewer larger carriers like FedEx, UPS,yourself YRC kind of that are more dominant in the network now than they were10-15 years ago that’s enabling this kind of continued price increase, becausethey of the consolidation, or I am just trying to understand why in a freightenvironment that’s down. Are the smaller companies also not getting moreaggressive recognizing that the bankruptcies would just start to creep upfaster?

Robert A. Davidson

Well its certainly always been a good bet in this industry,to bet on some of the smaller players going out of business and I expect thatthis downturn will be more different, I probably may see more of that in thetruckload sector than you see in the LTL sector, because our field has alreadybeen narrowed pretty close but yeah you’ll see that going on.

But I think there’s probably more than that a realfundamental misunderstanding externally about the nature of this business. It’sviewed as a commodity business where price is all that matters and price isimportant. But there are a lot of other things that are really important forcustomers, and I pointed to a few of them and I could point some more. Thereare very fundamental differences among trucking companies and most of the onesthat are left in this industry, honestly are pretty good. We have to think wedo some things better than the field, but the whole field is so much betterthan it used to be, and there are differences among carriers that shippers appreciateand are willing to pay for. You saw that kind of sea change beginning in themid-90s and it continues through good times and bad.

Ken Hoexter - MerrillLynch

It’s a great answer, I understand and appreciate that. Judy,just a quick question on the revenue side, do you think you get to a pointwhere you can break out the regional model, or do you think there is too muchover lap of the actual assets in network infrastructure that it’s too tough todecide for?

Judy R. McReynolds

We just have a plan to break that out because that is a partof our business, part of our LTL business and we really feel like that youshould observe the growth in that business, as you look at our total numbers,and we just had to plan to even from begin to do that. We actually have brokenout these costs because we think you have a need to understand what's going onwith the expenses, but it’s not our favorite thing to actually have to reporton an initiative that isn’t fully flushed out and fully implemented across thewhole network and then also, we still have lot of work to do in the sales areaand with our customer base, to grow it.

Ken Hoexter - MerrillLynch

That makes sense, and a quick question, and if I remember ifI think overnight when they were public for that, that brief period also hadkind of different lines where they had the regional intermediate long haul, andkind of give a percentage of revenues that were attributed to each. Is thatsomething you think you can provide?

Judy R. McReynolds

Well, I think we have said that our business at 800 miles orless is about 44, 45% of our business. Actually the comparison is 45% of ourbusiness in the third quarter of '07 compared to 43.7% in the third quarter of'06. So it's ground, and that's a percentage that we have given in pastperiods. And we can continue to report on that.

Ken Hoexter - MerrillLynch

All right. Very helpful. Thanks for the time.

Robert A. Davidson

Thank you, Ken.

Operator

Your next question is from Ed Wolfe of Bear Stearns.

Robert A. Davidson

Hi, Ed.

Judy R. McReynolds

Hi, Ed.

Operator

Ed, your line is open. There is no response coming from thatline. (Operator Instructions)

Robert A. Davidson

Yes, I think that's probably it then.

Operator

At this time, there are no further questions.

David Humphrey

Okay. Well, we thank you for joining us this morning. Weappreciate your interest in Arkansas Best Corporation. This concludes our call.

Operator

Thank you for participating in today's conference call. Youmay now disconnect.

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Source: Arkansas Best Q3 2007 Earnings Call Transcript
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