UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
COMMISSION FILE NUMBER 1-5046
Con-way Inc.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
2855 Campus Drive, Suite 300, San Mateo, California 94403
Telephone Number (650) 378-5200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Number of shares of Common Stock, $.625 par value,
outstanding as of April 30, 2007: 45,646,890
CON-WAY INC.
FORM 10-Q
Quarter Ended March 31, 2007
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I.FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 2007 and December 31, 2006 3
Statements of Consolidated Income -
Three Months Ended March 31, 2007 and 2006 5
Statements of Consolidated Cash Flows -
Three Months Ended March 31, 2007 and 2006 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 27
Item 4. Controls and Procedures 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 1A.Risk Factors 29
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 30
Item 4. Submission of Matters to a Vote of Security Holders 30
Item 6. Exhibits 31
Signatures 32
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
March 31, December 31,
ASSETS 2007 2006
------------ ------------
Current Assets
Cash and cash equivalents $ 290,067 $ 260,039
Marketable securities 225,920 184,525
Trade accounts receivable, net 477,466 439,727
Other accounts receivable 25,408 107,520
Operating supplies, at lower of
average cost or market 25,530 19,223
Prepaid expenses 46,196 34,445
Deferred income taxes 43,187 43,107
Assets of discontinued operations 2,008 1,898
------------ ------------
Total Current Assets 1,135,782 1,090,484
------------ ------------
Property, Plant and Equipment, at cost
Land 159,307 159,506
Buildings and leasehold improvements 694,945 688,644
Revenue equipment 963,340 970,290
Other equipment 243,135 239,244
------------ ------------
2,060,727 2,057,684
Accumulated depreciation and amortization (961,611) (939,709)
------------ ------------
1,099,116 1,117,975
------------ ------------
Other Assets
Deferred charges and other assets 27,373 26,621
Capitalized software, net 32,772 34,831
Deferred income taxes 28,586 31,978
------------ ------------
88,731 93,430
------------ ------------
Total Assets $ 2,323,629 $ 2,301,889
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands except per share amounts)
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2007 2006
------------ ------------
Current Liabilities
Accounts payable $ 256,243 $ 240,870
Accrued liabilities 231,819 202,923
Income taxes payable 8,752 --
Self-insurance accruals 96,094 92,372
Current maturities of long-term debt 22,730 18,635
Liabilities of discontinued operations 4,693 5,002
------------ ------------
Total Current Liabilities 620,331 559,802
Long-Term Liabilities
Long-term debt and guarantees 533,697 557,723
Self-insurance accruals 118,928 114,431
Employee benefits 283,797 314,559
Other liabilities and deferred credits 19,576 14,595
------------ ------------
Total Liabilities 1,576,329 1,561,110
------------ ------------
Commitments and Contingencies (Notes 2 and 10)
Shareholders' Equity
Preferred stock, no par value; authorized
5,000,000 shares: Series B, 8.5% cumulative,
convertible, $.01 stated value; designated
1,100,000 shares; issued 591,532 and 603,816
shares, respectively 6 6
Additional paid-in capital, preferred stock 89,966 91,834
Deferred compensation, defined contribution plan (28,948) (31,491)
------------ ------------
Total Preferred Shareholders' Equity 61,024 60,349
------------ ------------
Common stock, $.625 par value; authorized
100,000,000 shares; issued 61,816,791 and
61,616,649 shares, respectively 38,543 38,434
Additional paid-in capital, common stock 557,479 549,267
Retained earnings 871,791 847,068
Cost of repurchased common stock
(16,024,967 and 15,168,447 shares,
respectively) (681,756) (638,929)
------------ ------------
Total Common Shareholders' Equity 786,057 795,840
------------ ------------
Accumulated Other Comprehensive Loss (99,781) (115,410)
------------ ------------
Total Shareholders' Equity 747,300 740,779
------------ ------------
Total Liabilities and Shareholders' Equity
$ 2,323,629 $ 2,301,889
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Revenues $ 1,002,191 $ 1,045,992
Costs and Expenses
Salaries, wages and other employee benefits 440,002 430,762
Purchased transportation 256,859 303,116
Depreciation and amortization 37,063 35,392
Maintenance 25,260 25,903
Rents and leases 18,234 19,704
Purchased labor 15,159 14,845
Other operating expenses 151,242 142,556
Loss (income) from equity investment 2,699 (4,194)
------------ ------------
946,518 968,084
------------ ------------
Operating Income 55,673 77,908
------------ ------------
Other Income (Expense)
Investment income 5,448 6,942
Interest expense (8,551) (8,148)
Miscellaneous, net (225) 482
------------ ------------
(3,328) (724)
------------ ------------
Income from Continuing Operations before
Income Tax Provision 52,345 77,184
Income Tax Provision 21,626 29,191
------------ ------------
Income from Continuing Operations 30,719 47,993
------------ ------------
Discontinued Operations, net of tax
Loss from Discontinued Operations -- (753)
Gain (Loss) from Disposal 2,919 (806)
------------ ------------
2,919 (1,559)
Net Income 33,638 46,434
Preferred Stock Dividends 1,714 1,763
------------ ------------
Net Income Available to Common Shareholders $ 31,924 $ 44,671
============ ============
Net Income From Continuing Operations Available
to Common Shareholders $ 29,005 $ 46,230
============ ============
Weighted-Average Common Shares Outstanding
Basic 45,990,811 51,921,645
Diluted 49,145,454 55,381,912
Earnings (Loss) per Common Share
Basic
Net Income from Continuing Operations $ 0.63 $ 0.89
Loss from Discontinued Operations -- (0.01)
Gain (Loss) from Disposal 0.06 (0.02)
------------ ------------
Net Income Available to Common Shareholders $ 0.69 $ 0.86
============ ============
Diluted
Net Income from Continuing Operations $ 0.60 $ 0.84
Loss from Discontinued Operations -- (0.01)
Gain (Loss) from Disposal 0.05 (0.02)
------------ ------------
Net Income Available to Common Shareholders $ 0.65 $ 0.81
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Cash and Cash Equivalents, Beginning of Period $ 260,039 $ 514,275
------------ ------------
Operating Activities
Net income 33,638 46,434
Adjustments to reconcile net income to net cash
provided by operating activities:
Discontinued operations, net of tax (2,919) 1,559
Depreciation and amortization, net of accretion 35,750 34,290
Increase in deferred income taxes 1,870 1,272
Amortization of deferred compensation 2,543 2,285
Share-based compensation 2,381 1,488
Provision for uncollectible accounts 478 495
Loss (Income) from equity investment 2,699 (4,194)
Loss (Gain) from sales of property and equipment,
net (245) 9
Changes in assets and liabilities:
Receivables (42,565) (2,805)
Prepaid expenses (11,751) (11,773)
Accounts payable 17,448 19,447
Accrued incentive compensation (16,770) (18,107)
Accrued liabilities, excluding accrued 29,774 30,310
incentive compensation and employee benefits
Self-insurance accruals 8,219 1,005
Income taxes 39,370 23,885
Employee benefits 6,420 7,996
Deferred charges and credits 2,080 5,760
Other (6,169) (8,476)
------------ ------------
Net Cash Provided by Operating Activities 102,251 130,880
------------ ------------
Investing Activities
Capital expenditures (25,021) (58,381)
Software expenditures (1,279) (3,678)
Proceeds from sales of property and equipment, net 5,257 1,522
Proceeds from sale of equity-method investment 51,900 --
Net increase in marketable securities (41,395) (51,505)
------------ ------------
Net Cash Used in Investing Activities (10,538) (112,042)
------------ ------------
Financing Activities
Repayment of long-term debt and guarantees (18,609) (15,008)
Proceeds from exercise of stock options 5,494 4,168
Excess tax benefit from stock option exercises 301 405
Payments of common dividends (4,615) (5,213)
Payments of preferred dividends (4,027) (4,311)
Repurchases of common stock (45,075) (37,481)
------------ ------------
Net Cash Used in Financing Activities (66,531) (57,440)
------------ ------------
Net Cash Provided by (Used in) Continuing
Operations 25,182 (38,602)
------------ ------------
Discontinued Operations
Net Cash Provided by (Used in) Operating
Activities 4,846 (367)
Net Cash Used in Investing Activities -- (101)
------------ ------------
Net Cash Provided by (Used in) Discontinued
Operations 4,846 (468)
------------ ------------
Increase (Decrease) in Cash and Cash
Equivalents 30,028 (39,070)
------------ ------------
Cash and Cash Equivalents, End of Period $ 290,067 $ 475,205
============ ============
Supplemental Disclosure
Cash paid (refunded) for income taxes, net $ (20,549) $ 3,380
============ ============
Cash paid for interest, net of amounts
capitalized $ 728 $ 1,417
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principal Accounting Policies
Organization
The term "Con-way" or "Company" refers to Con-way Inc. and its subsidiaries.
Con-way provides transportation, logistics, and supply-chain management
services for a wide range of manufacturing, industrial, and retail customers.
For financial reporting purposes, Con-way is divided into four reporting
segments: Con-way Freight and Transportation, Menlo Worldwide Logistics,
Vector and Con-way Other. Con-way Freight and Transportation primarily
provides regional next-day, second-day, and transcontinental less-than-
truckload freight transportation throughout the U.S., and in Canada, Puerto
Rico and Mexico, as well as asset-based regional and transcontinental full-
truckload services. Menlo Worldwide Logistics develops contract logistics
solutions, including the management of complex distribution networks and
supply-chain engineering and consulting, and also provides domestic brokerage
services for intermodal shipments. Vector served as the lead logistics
manager for General Motors ("GM") prior to GM's exercise of its call right to
purchase Con-way's membership interest in Vector on June 23, 2006, as more
fully discussed in Note 3, "Sale of Unconsolidated Joint Venture." Certain
corporate activities are reported in the Con-way Other reporting segment.
Basis of Presentation
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the accompanying consolidated financial statements of Con-way
Inc. and its wholly owned subsidiaries have been prepared by Con-way, without
audit by an independent registered public accounting firm. In the opinion of
management, the consolidated financial statements include all normal
recurring adjustments necessary to present fairly the information required to
be set forth therein. Certain information and note disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") have been
condensed or omitted from these statements pursuant to such rules and
regulations and, accordingly, should be read in conjunction with the
consolidated financial statements included in Con-way's 2006 Annual Report on
Form 10-K. Results for the periods presented are not necessarily indicative
of annual results.
Earnings per Share ("EPS")
Basic EPS is computed by dividing reported earnings (loss) by the weighted-
average common shares outstanding. Diluted EPS is calculated as follows:
(Dollars in thousands except per share data) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Numerator:
Continuing operations (after preferred stock
dividends), as reported $ 29,005 $ 46,230
Add-backs:
Dividends on Series B preferred
stock, net of replacement funding 249 255
------------ ------------
Continuing operations 29,254 46,485
------------ ------------
Discontinued operations 2,919 (1,559)
------------ ------------
Available to common shareholders $ 32,173 $ 44,926
============ ============
Denominator:
Weighted-average common shares outstanding 45,990,811 51,921,645
Stock options and nonvested stock 369,710 480,805
Series B preferred stock 2,784,933 2,979,462
------------ ------------
49,145,454 55,381,912
============ ============
Anti-dilutive stock options not included in
denominator 952,200 598,335
============ ============
Earnings (Loss) per Diluted Share:
Continuing operations $ 0.60 $ 0.84
Discontinued operations 0.05 (0.03)
------------ ------------
Available to common shareholders $ 0.65 $ 0.81
============ ============
New Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair-value measurements. SFAS 157 applies to
other accounting pronouncements that require or permit fair-value
measurements and does not require any new fair-value measurements. The
effective date of SFAS 157 is the first fiscal year beginning after November
15, 2007, and interim periods within those years, which for Con-way is the
first quarter of 2008. Con-way does not expect the adoption of SFAS 157 to
have a material effect on its financial statements.
In February 2007, the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities," which permits an entity to
choose to measure many financial instruments and certain other items at fair
value at specified election dates. Subsequent unrealized gains and losses on
items for which the fair-value option has been elected will be reported in
earnings. The effective date for SFAS 159 is the first fiscal year beginning
after November 15, 2007, which for Con-way is the first quarter of 2008.
Con-way is currently evaluating the elective option under SFAS 159, but does
not expect that adoption will have a material effect on its financial
statements.
Reclassification
Certain amounts in the prior-period financial statements have been
reclassified to conform to the current-period presentation.
2. Discontinued Operations
Discontinued operations in the periods presented relate to (1) the closure of
Con-way Forwarding in June 2006, (2) the sale of Menlo Worldwide Forwarding,
Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively
"MWF") in December 2004, and (3) the shut-down of Emery Worldwide Airlines,
Inc. ("EWA") in December 2001. The results of operations, net liabilities,
and cash flows of discontinued operations have been segregated from
continuing operations, except where otherwise noted.
Results of discontinued operations are summarized below:
Three Months Ended
March 31,
--------------------------
(Dollars in thousands) 2007 2006
------------ ------------
Revenues
Con-way Forwarding $ -- $ 12,155
Loss from Discontinued Operations
Con-way Forwarding
Loss before income tax benefit -- (1,470)
Income tax benefit -- 717
------------ ------------
$ -- $ (753)
============ ============
Gain (Loss) from Disposal, net of tax
MWF $ 27 $ (380)
EWA 2,892 (426)
------------ ------------
$ 2,919 $ (806)
============ ============
The assets and liabilities of discontinued operations are presented in the
consolidated balance sheets under the assets (or liabilities) of discontinued
operations. At March 31, 2007 and December 31, 2006, assets of discontinued
operations were $2.0 million and $1.9 million respectively, and liabilities
of discontinued operations were $4.7 million and $5.0 million, respectively.
Con-way Forwarding
In June 2006, Con-way closed the operations of its domestic air freight
forwarding business known as Con-way Forwarding. The decision to close the
operating unit was made following management's detailed review of the unit's
competitive position and its prospects in relation to Con-way's long-term
strategies. As a result of the closure, Con-way in 2006 recognized net
losses of $4.2 million (net of $3.0 million of tax benefits), consisting
primarily of a $5.1 million second-quarter loss (net of a $2.8 million tax
benefit) for the write-off of non-transferable capitalized software and other
assets, a loss related to non-cancelable operating leases, and other costs.
MWF
In October 2004, Con-way and Menlo Worldwide, LLC ("MW") entered into a stock
purchase agreement with United Parcel Service, Inc. ("UPS") to sell all of
the issued and outstanding capital stock of MWF. Con-way completed the sale
in December 2004. The stock purchase agreement excludes the assets and
liabilities related to EWA, and the obligation related to former MWF
employees covered under Con-way's domestic pension, postretirement medical
and long-term disability plans. Under the stock purchase agreement, Con-way
has agreed to a three-year non-compete covenant that, subject to certain
exceptions, will limit Con-way's annual air freight and ocean forwarding
and/or customs brokerage revenues to $175 million through December 19, 2007.
Con-way has also agreed to indemnify UPS against certain losses that UPS may
incur after the closing of the sale with certain limitations. Any losses
related to these indemnification obligations or any other costs, including
any future cash expenditures, related to the sale that have not been
estimated and recognized will be recognized in future periods as an
additional loss from disposal when and if incurred.
See Note 2, "Discontinued Operations," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2006 Annual Report on Form 10-K for a
complete description of the disposition of MWF, including a discussion of
losses from impairment and disposal of MWF and of cash payments received from
UPS in connection with the sale of MWF. As more fully discussed in Note 9,
"Income Taxes," Con-way's disposal of MWF generated a capital loss for tax
purposes.
EWA
The results of EWA relate to the cessation of its air-carrier operations in
2001. In the first quarter of 2007, EWA recognized a net gain of $2.9
million (net of tax of $1.7 million), due primarily to a recovery of prior
losses. EWA's estimated loss reserves declined to $3.8 million at March 31,
2007, from $4.0 million at December 31, 2006, due primarily to the cash
payment of liabilities. EWA's remaining loss reserves at March 31, 2007 were
reported in liabilities of discontinued operations and consisted of Con-way's
estimated remaining exposure related to the labor matters described below.
In connection with the cessation of its air-carrier operations in 2001, EWA
terminated the employment of all of its pilots and flight crewmembers. Those
pilots and crewmembers were represented by the Air Line Pilots Association
("ALPA") under a collective bargaining agreement. Subsequently, ALPA filed
grievances on behalf of the pilots and flight crewmembers protesting the
cessation of EWA's air-carrier operations and MWF's use of other air
carriers. These matters have been the subject of litigation in U.S. District
Court and state court in California, including litigation brought by ALPA and
by former EWA pilots and crewmembers no longer represented by ALPA. On June
30, 2006, EWA, for itself and for Con-way Inc. and Menlo Worldwide
Forwarding, Inc. ("MWF, Inc."), concluded a final settlement of the
California state court litigation. Under the terms of the settlement,
plaintiffs received a cash payment of $9.2 million from EWA, and the lawsuit
was dismissed with prejudice. The cash settlement reduced by an equal amount
its estimated loss reserve applicable to the grievances filed by ALPA. On
August 8, 2006, EWA paid $10.9 million to settle the litigation brought by
ALPA that finally concluded litigation with former EWA pilots and flight
crewmembers still represented by ALPA as of that date. The remaining
matters are also the subject of a claim by former EWA pilots and flight
crewmembers no longer represented by ALPA that has been ordered by the court
to binding arbitration. Other former pilots have also initiated litigation
in federal court. Based on management's current evaluation, Con-way believes
that it has provided for its estimated remaining exposure related to these
matters. However, there can be no assurance in this regard as Con-way cannot
predict with certainty the ultimate outcome of these matters.
3. Sale of Unconsolidated Joint Venture
Vector SCM, LLC ("Vector") was a joint venture formed with GM in December
2000 for the purpose of providing logistics management services on a global
basis for GM, and for customers in addition to GM.
GM Exercise of Call Right
On June 23, 2006, GM exercised its right to purchase Con-way's membership
interest in Vector. On December 11, 2006, an independent financial advisor
established a fair value for Vector that was agreed upon by Con-way and GM.
The advisor established a fair value of $96.4 million for the membership
interests of both joint-venture partners, including a fair value of $84.8
million that was attributable to Con-way's membership interest in Vector.
As a result of the agreed-upon valuation, Con-way in December 2006 recognized
a receivable from GM of $51.9 million (an amount equal to the $84.8 million
fair value of Con-way's membership interest reduced by Con-way's $32.9
million payable to Vector) and also recognized a $41.0 million gain (an
amount equal to the $51.9 million receivable reduced by Con-way's $9.0
million net investment in Vector and $1.9 million of sale-related costs). In
January 2007, Con-way received a $51.9 million payment from GM.
Operating Results from Vector
Although Con-way owned a majority interest in Vector, Con-way's portion of
Vector's operating results have been reported as an equity-method investment
based on GM's ability to control certain operating decisions. Prior to the
sale of Vector, Con-way's proportionate share of the net income from Vector
is reported in Con-way's statements of consolidated income as a reduction of
operating expenses.
Except for the sale-related gain described above, Vector's segment results
subsequent to June 30, 2006 include only profit or loss associated with the
settlement of business-case activity related to the periods prior to June 30,
2006. In connection with these business cases, Con-way at December 31, 2006
reported a $2.7 million receivable from GM. Following negotiation with GM in
the first quarter of 2007, the business-case receivable due from GM could not
be collected, and accordingly, a $2.7 million charge was recognized in the
Vector reporting segment to write off the outstanding receivable from GM.
Transition and Related Services
Pursuant to a closing agreement, GM and Con-way specified the transition
services, primarily accounting assistance, and the compensation amounts for
such services, to be provided to GM through the transition period ended March
23, 2007. In addition, GM and Con-way entered into an agreement for Con-way
to provide certain information-technology support services at an agreed-upon
compensation for a period of up to one year from the closing date. Under
these agreements, Menlo Worldwide Logistics in the first quarter of 2007
reported revenue of $2.8 million, primarily for information-technology
services provided to GM.
See Note 3, "Investment in Unconsolidated Joint Venture," of Item 8,
"Financial Statements and Supplementary Data," in Con-way's 2006 Annual
Report on Form 10-K for a complete description of Vector, including a
discussion of Con-way's net investment in Vector and other sale-related
amounts.
4. Segment Reporting
Con-way discloses segment information in the manner in which the components
are organized for making operating decisions, assessing performance and
allocating resources. Management evaluates segment performance primarily
based on revenue and operating income (loss). Accordingly, interest expense,
investment income and other non-operating items are not reported in segment
results. Corporate expenses are generally allocated based on measurable
services provided to each segment or, for general corporate expenses, based
on segment revenue and capital employed. Inter-segment revenue and related
operating income have been eliminated to reconcile to consolidated revenue
and operating income.
For financial reporting purposes, Con-way is divided into four reporting
segments: Con-way Freight and Transportation, Menlo Worldwide Logistics,
Vector and Con-way Other. Vector served as the lead logistics manager for GM
prior to GM's exercise of its call right to purchase Con-way's membership
interest in Vector on June 23, 2006. In December 2006, Con-way recognized
the sale to GM of Con-way's membership interest in Vector. The sale of
Vector did not qualify as a discontinued operation due to its classification
as an equity-method investment, and accordingly, Vector's income or losses
are reported in net income from continuing operations. Effective January 1,
2007, the operating results of Vector are reported separately as a single
reporting segment and are excluded from the results of the Menlo Worldwide
reporting segment. Segment reporting disclosures have been reclassified for
all periods presented.
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Revenues from External Customers
Con-way Freight and Transportation $ 681,710 $ 696,130
Menlo Worldwide Logistics 320,481 349,862
------------ ------------
$ 1,002,191 $ 1,045,992
============ ============
Inter-segment Revenues
Con-way Freight and Transportation $ 13,802 $ 23,209
Menlo Worldwide Logistics 117 --
------------ ------------
$ 13,919 $ 23,209
============ ============
Revenues before Inter-segment Eliminations
Con-way Freight and Transportation $ 695,512 $ 719,339
Menlo Worldwide Logistics 320,598 349,862
Inter-segment Revenue Eliminations (13,919) (23,209)
------------ ------------
$ 1,002,191 $ 1,045,992
============ ============
Operating Income (Loss)
Con-way Freight and Transportation $ 53,875 $ 66,803
Menlo Worldwide Logistics 6,536 6,185
Vector (2,699) 4,194
Con-way Other (2,039) 726
------------ ------------
$ 55,673 $ 77,908
============ ============
5. Employee Benefit Plans
In the periods presented, employees of Con-way and its subsidiaries in the
U.S. were covered under several retirement benefit plans, including defined
benefit pension plans, a defined contribution retirement plan, and a
postretirement medical plan. Con-way's defined benefit pension plans include
"qualified" plans that are eligible for certain beneficial treatment under
the Internal Revenue Code ("IRC"), as well as "non-qualified" plans that do
not meet IRC criteria.
In October 2006, Con-way's Board of Directors approved changes to Con-way's
retirement benefit plans that are intended to preserve the retirement
benefits earned by existing employees under Con-way's primary qualified
defined benefit pension plan (the "Primary DB Plan") and its primary non-
qualified supplemental defined benefit pension plan (the "Supplemental DB
Plan") while expanding benefits earned under its defined contribution plan
(the "Primary DC Plan") and its new supplemental defined contribution plan
(the "Supplemental DC Plan"). The major provisions were effective January 1,
2007, and are more fully discussed in Note 9, "Employee Benefit Plans," of
Item 8, "Financial Statements and Supplementary Data," in Con-way's 2006
Annual Report on Form 10-K.
Defined Benefit Pension Plans
Con-way's qualified defined benefit pension plans (collectively, the
"Qualified Pension Plans") consist mostly of the Primary DB Plan, which
covers the non-contractual employees and former employees of Con-way's
continuing operations as well as former employees of its discontinued
operations. Con-way's other qualified defined benefit pension plans cover
only the former employees of discontinued operations.
Con-way also sponsors the Supplemental DB Plan and several other unfunded
non-qualified defined benefit plans (collectively, the "Non-Qualified Pension
Plans"). The Supplemental DB Plan provides additional benefits for certain
employees who are affected by IRC limitations on compensation eligible for
benefits available under the qualified Primary DB Plan.
Adoption of SFAS 158 - Measurement-Date Provision
Effective January 1, 2007, Con-way adopted the measurement-date provisions of
SFAS 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans - an amendment of SFAS 87, 88, 106, and 132R," which
require employers to measure plan assets and obligations as of the end of the
fiscal year. Accordingly, Con-way changed its measurement date to December
31 from November 30 for all of its defined benefit pension plans. Under the
transition provisions of SFAS 158, Con-way recognized a $21.3 million
decrease in plan-related employee benefit liabilities, an $8.3 million
decline in related deferred tax assets, and a $13.0 million increase in
shareholders' equity. The beginning-of-period increase to shareholders'
equity consisted of a $2.6 million decline in retained earnings to recognize
pension cost for December 2006 and a $15.6 million decline in accumulated
other comprehensive loss primarily to recognize the effect of an increase in
the plan-related discount rate to 5.95% at December 31, 2006 from 5.85% at
November 30, 2006.
Net Periodic Pension Expense (Income)
The following table summarizes the components of net periodic benefit expense
(income) for Con-way's defined benefit pension plans:
Qualified Pension Non-Qualified
Plans Pension Plans
------------------------- -------------------------
Three Months Ended Three Months Ended
March 31, March 31,
------------------------- -------------------------
(Dollars in thousands) 2007 2006 2007 2006
------------ ------------ ------------ ------------
Service cost - benefits
earned during the
quarter $ 40 $ 13,410 $ -- $ 210
Interest cost on benefit
obligation 17,049 14,161 1,199 1,120
Expected return on plan
assets (23,267) (17,338) -- --
Net amortization and
deferral (334) 1,978 578 593
------------ ------------ ------------ ------------
Net periodic benefit
expense (income) $ (6,512) $ 12,211 $ 1,777 $ 1,923
============ ============ ============ ============
In April 2007, Con-way contributed $12.7 million to the Qualified Pension
Plans. Con-way does not currently anticipate making any further
contributions to the plans in 2007.
Defined Contribution Retirement Plan
Effective January 1, 2007, amendments to Con-way's Primary DC Plan increased
the contributions made by Con-way to its employees' 401(k) accounts. Con-way
doubled its discretionary matching contributions under the Primary DC Plan to
50% of the first 6 percent of employees' eligible compensation (from 50% of
the first 3 percent of eligible compensation) and will make additional
contributions to employees' 401(k) accounts based on years of service. As a
result, Con-way's expense related to its contributions under the Primary DC
Plan increased to $21.1 million in the first quarter of 2007 from $3.8
million in the first quarter of 2006. At March 31, 2007 and December 31,
2006, Con-way had recognized accrued liabilities of $18.5 million and $1.4
million, respectively, for its contributions related to the Primary DC Plan.
Postretirement Medical Plan
The following table summarizes the components of net periodic benefit expense
for the postretirement medical plan:
Three Months Ended
March 31,
--------------------------
(Dollars in thousands) 2007 2006
------------ ------------
Service cost - benefits earned during the $ 581 $ 528
quarter
Interest cost on benefit obligation 1,795 1,549
Net amortization and deferral 500 516
------------ ------------
Net periodic benefit expense $ 2,876 $ 2,593
============ ============
6. Comprehensive Income
Comprehensive income, which is a measure of all changes in equity except
those resulting from investments by owners and distributions to owners, was
as follows:
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Net income $ 33,638 $ 46,434
Other comprehensive income:
Foreign currency translation adjustment 26 506
------------ ------------
$ 33,664 $ 46,940
============ ============
7. Common Stock Repurchase Program
In April 2006, the Board of Directors authorized the repurchase of up to $400
million in Con-way's common stock through open-market transactions and
privately negotiated transactions from time to time in such amounts as
management deems appropriate through June 30, 2007. Under the program,
Con-way repurchased common stock of $354.7 million from April 27, 2006 through
March 31, 2007, leaving $45.3 million available for future repurchases of
common stock.
8. Share-Based Compensation
Under terms of the share-based compensation plans, Con-way grants various
types of share-based compensation awards to employees and directors. The
plan provides for awards in the form of stock options, nonvested stock (also
known as restricted stock), and performance-share plan units.
Stock options are granted at prices equal to the market value of the common
stock on the date of grant and expire 10 years from the date of grant.
Generally, stock options are granted with three- or four-year graded-vesting
terms, under which one-third or one-fourth of the award vests each year,
respectively. Stock options granted in and after December 2004 generally
have three-year graded-vesting terms, while stock options issued before that
date generally have four-year graded-vesting terms. Certain option awards
provide for accelerated vesting if there is a change in control (as defined
in the stock option plans). Effective September 26, 2006, Con-way established
vesting provisions for new option awards that generally provide for immediate
vesting of unvested shares upon retirement. Stock options issued before that
date generally provide for continued vesting subsequent to the employee's
retirement.
Shares of nonvested stock are valued at the market price of Con-way's common
stock at the date of award and are generally granted with three-year graded-
vesting terms.
In the first quarter of 2007, Con-way awarded performance-share plan units
("PSPUs") to employees. These shares are valued at the market price of Con-
way's common stock at the date of award and vest three years from the grant
date if certain performance criteria are achieved. If the maximum
performance criteria are attained, award recipients may collectively earn up
to 328,406 shares with a weighted-average grant-date value of $47. The
amount of expense recorded each period is based on Con-way's current estimate
of the number of shares that will ultimately vest.
The following expense was recognized for share-based compensation:
(Dollars in Three Months Ended Three Months Ended
thousands) March 31, 2007 March 31, 2006
------------------------------ ------------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- ----------- -------- --------- ----------- --------
Salaries, wages
and other
benefits $ 1,509 $ 872 $ 2,381 $ 1,351 $ 137 $ 1,488
Deferred income
tax benefit (577) (340) (917) (519) (53) (572)
--------- ----------- -------- --------- ----------- --------
Net share-
based
compensation
expense $ 932 $ 532 $ 1,464 $ 832 $ 84 $ 916
========= =========== ======== ========= =========== ========
9. Income Taxes
Con-way's effective tax rate of 41.3% in the first quarter of 2007 increased
from 37.8% in the same quarter of last year, due primarily to various
discrete tax adjustments in the first quarter of 2007, including a loss for
the write-off of a receivable that was not deductible for tax purposes. As
more fully discussed in Note 3, "Sale of Unconsolidated Joint Venture," a
receivable due from GM could not be collected, and accordingly, a $2.7
million loss was recognized in the first quarter of 2007. As a sale-related
receivable, the write-off was a capital loss for tax purposes and was not
deductible from first-quarter ordinary income.
At December 31, 2006, Con-way reported an income tax receivable of $31.5
million in other accounts receivable in the consolidated balance sheet. In
the first quarter of 2007, Con-way received tax refunds of $34.5 million, and
at March 31, 2007, reported an accrued income tax liability of $8.8 million.
Disposal-Related Capital Loss
Con-way's disposal of MWF in December 2004, as more fully discussed in Note
2, "Discontinued Operations," generated a capital loss for tax purposes.
Under current tax law, capital losses can only be used to offset capital
gains. At the time of disposal, Con-way did not forecast any significant
taxable capital gains in the five-year tax carry-forward period, and as a
result, the cumulative disposal-related tax benefit was fully offset by a
valuation allowance of an equal amount. The remaining disposal-related tax
benefit and the associated valuation allowance declined to $11.4 million at
March 31, 2007 from $11.8 million at December 31, 2006, due primarily to the
net effect of Internal Revenue Service examination adjustments and the first-
quarter capital loss described above.
Uncertain Tax Positions
In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of SFAS 109" ("FIN 48"),
which clarifies the accounting for uncertainty in tax positions. FIN 48 is a
comprehensive model for how a company should recognize, measure, present, and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return. Specifically, tax positions
should be recognized in the financial statements only when management
believes it is more likely than not that the position will be sustained upon
examination by a taxing authority. If the position meets the more-likely-
than-not criteria, it should be measured using a probability-weighted
approach as the largest amount of tax benefit that is greater than 50% likely
of being realized upon settlement. FIN 48 requires previously recognized tax
positions that no longer meet the more-likely-than-not recognition threshold
to be derecognized in the first subsequent financial reporting period in
which the threshold is no longer met.
Con-way adopted the provisions of FIN 48 on January 1, 2007. As of the
adoption date, Con-way reported gross tax-affected unrecognized tax benefits
of $7.6 million, including $1.2 million of accrued interest and penalties
related to the unrecognized tax benefits. Con-way classifies interest and
penalties expense related to income taxes as a component of income tax
expense. Con-way estimates that $5.4 million of the unrecognized tax
benefits, if recognized, would affect the effective tax rate. In the next 12
months, Con-way does not expect a significant increase or decrease to these
estimates of unrecognized tax benefits.
In the normal course of business, Con-way is subject to examination by taxing
authorities throughout the world. With few exceptions, Con-way is no longer
subject to U.S. federal, state and local, or non-U.S. income-tax examinations
for years before 1999. However, tax years from 1999 to 2006 are subject to
examination in those jurisdictions.
10. Commitments and Contingencies
Spin-Off of CFC
On December 2, 1996, Con-way completed the spin-off of Consolidated
Freightways Corporation ("CFC") to Con-way's shareholders. CFC was, at the
time of the spin-off, a party to certain multiemployer pension plans covering
some of its current and former employees. The cessation of its U.S.
operations in 2002 resulted in CFC's "complete withdrawal" (within the
meaning of applicable federal law) from these multiemployer plans, at which
point it became obligated, under federal law, to pay its share of any
unfunded vested benefits under those plans.
It is possible that the trustees of CFC's multiemployer pension plans may
assert claims that Con-way is liable for amounts owing to the plans as a
result of CFC's withdrawal from those plans and, if so, there can be no
assurance that those claims would not be material. Con-way has received
requests for information regarding the spin-off of CFC from representatives
from some of the pension funds, and, in accordance with federal law, Con-way
has responded to those requests.
Con-way believes that it would ultimately prevail if any such claims were
made, although there can be no assurance in this regard due to various
unknowns, including possible adverse judicial decisions in other cases. Con-
way believes that the amount of those claims, if asserted, could be material,
and a judgment against Con-way for all or a significant part of these claims
could have a material adverse effect on Con-way's financial condition,
results of operations and cash flows.
Prior to the enactment in April 2004 of the Pension Funding Equity Act of
2004, if the multiemployer funds had asserted such claims against Con-way,
Con-way would have had a statutory obligation to make cash payments to the
funds prior to any arbitral or judicial decisions on the funds'
determinations. Under the facts related to the CFC withdrawals and the law
in effect after enactment of the Pension Funding Equity Act of 2004, Con-way
would no longer be required to make such payments to the multiemployer funds
unless and until final decisions in arbitration proceedings, or in court,
upheld the funds' determinations.
As a result of the matters discussed above, Con-way can provide no assurance
that matters relating to the spin-off of CFC will not have a material adverse
effect on Con-way's financial condition, results of operations or cash flows.
Other
In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001. The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment. The estimated range for potential loss on
this matter is zero to approximately $9 million, including interest. Con-way
intends to continue to vigorously defend the lawsuit.
Con-way is a defendant in various other lawsuits incidental to its
businesses. It is the opinion of management that the ultimate outcome of
these actions will not have a material effect on Con-way's financial
condition, results of operations or cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations (referred to as "Management's Discussion and Analysis") is
intended to assist in a historical and prospective understanding of Con-way's
financial condition, results of operations, and cash flows, including a
discussion and analysis of the following:
* Overview of Business
* Results of Operations
* Liquidity and Capital Resources
* Critical Accounting Policies and Estimates
* Forward-Looking Statements
Overview of Business
--------------------
The Company provides transportation, logistics and supply-chain management
services for a wide range of manufacturing, industrial and retail customers.
For financial reporting purposes, Con-way is divided into four reporting
segments: Con-way Freight and Transportation, primarily a provider of
regional less-than-truckload ("LTL") freight services; Menlo Worldwide
Logistics, a provider of integrated contract logistics solutions; Vector, the
former lead logistics manager for GM; and Con-way Other, which includes
certain corporate activities. Vector served as the lead logistics manager
for GM prior to GM's exercise of its call right to purchase Con-way's
membership interest in Vector on June 23, 2006.
Con-way's operating-unit results depend on the number, weight and distance of
shipments transported, the prices received on those shipments, and the mix of
services provided to customers, as well as the fixed and variable costs
incurred by Con-way in providing the services and the ability to manage those
costs under changing circumstances. Con-way Freight and Transportation
primarily transports shipments through a freight service center network while
Menlo Worldwide Logistics manages the logistics functions of its customers
and primarily utilizes third-party transportation providers for the movement
of customer shipments.
Results of Operations
---------------------
The following table compares Con-way's consolidated operating results for
continuing and discontinued operations:
(Dollars in thousands Three Months Ended
except per share amounts) March 31,
--------------------------
2007 2006
------------ ------------
Net Income (Loss)
Continuing Operations 1 $ 29,005 $ 46,230
Discontinued Operations 2,919 (1,559)
------------ ------------
Available to Common Shareholders $ 31,924 $ 44,671
------------ ------------
Diluted Earnings (Loss) per Share
Continuing Operations $ .60 $ .84
Discontinued Operations 0.05 (0.03)
------------ ------------
Available to Common Shareholders $ .65 $ .81
============ ============
1 After preferred stock dividends
Con-way's net income from continuing operations available to common
shareholders decreased 37.3% to $29.0 million in the first quarter of 2007
from $46.2 million in the same period of 2006 due primarily to lower
operating income from Con-way Freight and Transportation and from Vector.
Con-way's diluted earnings per share from continuing operations decreased
28.6% to $0.60 in the first quarter of 2007 from $0.84 in 2006 due primarily
to a decline in net income that was partially offset by the accretive effect
of Con-way's share repurchase program. Primarily as the result of share
repurchases, Con-way's average diluted shares outstanding declined to 49.1
million shares in the first quarter of 2007 from 55.4 million shares in the
same period of 2006.
Net income available to common shareholders in the first quarter of 2007
included a $2.9 million gain from discontinued operations, while the first
quarter of 2006 included a net loss of $1.6 million. The resulting net
income available to common shareholders decreased to $31.9 million ($0.65 per
diluted share) in the first quarter of 2007 from $44.7 million ($0.81 per
diluted share) in the first quarter of 2006. Discontinued operations in the
periods presented relate to the closure of Con-way Forwarding, the sale of
MWF, and the shut-down of EWA, as more fully discussed in Note 2,
"Discontinued Operations," of Item 1, "Financial Statements."
The overview below provides a high-level summary of Con-way's results from
continuing operations for the periods presented and is intended to provide
context for the remainder of the discussion on reporting segments. Refer to
"Reporting Segment Review" below for more complete and detailed discussion
and analysis.
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Revenues
Con-way Freight and Transportation $ 681,710 $ 696,130
Menlo Worldwide Logistics 320,481 349,862
------------ ------------
$ 1,002,191 $ 1,045,992
============ ============
Operating Income (Loss)
Con-way Freight and Transportation $ 53,875 $ 66,803
Menlo Worldwide Logistics 6,536 6,185
Vector (2,699) 4,194
Con-way Other (2,039) 726
------------ ------------
$ 55,673 $ 77,908
============ ============
Con-way's revenue of $1.0 billion in the first quarter of 2007 decreased 4.2%
from the prior-year period, due to decreases at both revenue-generating
segments. Revenue from Menlo Worldwide Logistics decreased 8.4% due
principally to a 14.1% decline in carrier-management services, partially
offset by a 10.9% increase in warehouse-management services. Con-way Freight
and Transportation's revenue in the first quarter of 2007 declined 2.1% due
primarily to a decline in revenue from Con-way Transportation following the
sale of the expedited-shipping portion of the former Con-way Expedite and
Brokerage business in July 2006. Lower revenues were also attributed to a
1.1% decline in revenue per day at Con-way Freight, which reflects a 2.3%
decrease in weight per day and a 1.2% increase in yield.
In the first quarter of 2007, consolidated operating income decreased 28.5%
from the same period last year due largely to lower operating income from
Con-way Freight and Transportation and from Vector. Con-way Freight and
Transportation's operating income in the first quarter of 2007 decreased
19.4%, due primarily to lower revenue and higher employee costs. Con-way
recognized a $2.7 million loss for the write-off of a receivable related to
the Vector sale, while the same period of 2006 included $4.2 million in
income from Vector. The sale of Vector was recognized in December 2006 and
no operating income from Vector was recognized for services subsequent to
GM's exercise of its call right to purchase Con-way's membership interest in
Vector in June 2006.
Under Con-way's re-branding initiative announced in April 2006, Con-way has
recognized expense of $4.5 million, including $2.8 million in the first
quarter of 2007, primarily for the conversion of trailers to the new Con-way
graphic identity and for new uniforms. Under current estimates, Con-way
expects to recognize approximately $12 million of additional re-branding
expenses in the remainder of 2007 and another $8 million of re-branding
expenses in 2008. Total estimated expenses of $24 million for the re-
branding initiative consist primarily of the costs to re-brand tractors and
trailers.
Other net expense in the first quarter of 2007 increased to $3.3 million from
$0.7 million in the same period of 2006 due primarily to a reduction in
investment income, adverse variations in foreign exchange transactions and an
increase in interest expense. Investment income decreased $1.5 million due
to lower average balances of interest-earning financial instruments. In the
first quarter of 2007, other miscellaneous non-operating expense primarily
reflects the adverse variations in foreign exchange transactions, which
worsened comparative operating results by $0.5 million.
Con-way's effective tax rate of 41.3% in the first quarter of 2007 increased
from 37.8% in the same quarter of last year, due primarily to various
discrete tax adjustments in the first quarter of 2007, including a loss for
the write-off of a receivable that was not deductible for tax purposes, as
more fully discussed in Note 3, "Sale of Unconsolidated Joint Venture," of
Item 1, "Financial Statements."
Reporting Segment Review
Con-way Freight and Transportation
The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Con-way Freight and
Transportation reporting segment:
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Summary of Operating Results
Revenues $ 681,710 $ 696,130
Operating Income 53,875 66,803
Operating Margin 7.9% 9.6%
2007 vs. 2006
--------------------------
Selected Freight Operating Statistics
Revenue per day -1.1%
Weight per day -2.3
Revenue per hundredweight ("yield") +1.2
Weight per shipment -1.3
Con-way Freight and Transportation's revenue in the first quarter of 2007
declined 2.1% due primarily to a decline in revenue from Con-way
Transportation following the sale of the expedited-shipping portion of the
former Con-way Expedite and Brokerage business in July 2006. Lower revenues
were also attributed to a 1.1% decline in revenue per day at Con-way Freight,
which reflects a 2.3% decrease in weight per day and a 1.2% increase in
yield. Beginning in June 2006, Con-way implemented targeted sales
initiatives to reverse declines in weight transported. Management believes
these initiatives have contributed to improvement in growth trends for weight
transported as weight per day in March increased over the same month of 2006.
The yield increase of 1.2% in the first quarter of 2007 was due in part to a
general rate increase instituted on March 19, 2007 and the effect of a 1.3%
decrease in weight per shipment. Commensurate with the transportation cost
per unit of weight, lower-weight shipments generally have higher yields.
Like other LTL carriers, Con-way Freight assesses many of its customers with
a fuel surcharge. Fuel surcharges are only one part of Con-way Freight's
overall rate structure, and the total price that Con-way Freight receives
from customers for its services is governed by market forces, as more fully
discussed below in Item 3, "Quantitative and Qualitative Disclosures About
Market Risk - Fuel." Although fuel surcharges increase the revenue per
hundredweight billed to customers, fuel surcharges did not change the
percentage increase in Con-way's yield in the first quarter of 2007 when
compared to the first quarter of last year.
Con-way Freight and Transportation's operating income in the first quarter of
2007 decreased 19.4%, due primarily to lower revenue and higher employee
costs. Employee costs in the first quarter of 2007 increased 1.4% from the
first quarter of 2006 due largely to increases in employee benefits and base
compensation, partially offset by lower incentive compensation. Employee
benefits expense increased 4.7% in the first quarter of 2007 due largely to
higher self-insurance expense for health-care benefits and to an increase in
the costs for paid time off. Base compensation in the first quarter of 2007
rose 1.5% due primarily to wage and salary rate increases and lower weather-
related employee productivity, partially offset by the effect of lower
average headcount. Incentive compensation in the first quarter of 2007
declined 21.4%, or $2.2 million, based on variations in operating income and
other performance measures relative to incentive-plan targets.
In addition to its adverse effect on employee productivity, the unusually
severe winter weather in the first quarter of 2007 also led to additional
costs related to snow removal and equipment breakdowns, as well as
operational difficulties that affected equipment utilization. Operating
income was also negatively affected by costs incurred under Con-way's re-
branding initiative and to a 6.2% increase in other operating costs, which
include expenses associated with vehicular insurance and fuel-related taxes.
Under Con-way's re-branding initiative announced in April 2006, Con-way
Freight in 2007 incurred $2.8 million of first-quarter expenses related
primarily to the conversion of trailers to the new Con-way graphic identity
and to new uniforms.
In the first quarter of 2007, purchased transportation expense decreased
23.2% due to an increase in Con-way Freight's utilization of Con-way
Truckload for linehaul services and to lower business volumes. Rent expense
in the first quarter of 2007 decreased 22.7% due to a decreased demand for
temporary rentals following tractor and trailer acquisitions in 2006 and the
expiration of a long-term lease for trailers.
Menlo Worldwide Logistics
The table below compares operating results and operating margins of the Menlo
Worldwide Logistics ("Logistics") reporting segment. The table summarizes
Logistics' gross revenues as well as net revenues (revenues less
transportation expenses). Carrier-management revenue is attributable to
contracts for which Logistics manages the transportation of freight but
subcontracts the actual transportation and delivery of products to third
parties, which Logistics refers to as purchased transportation. Logistics'
management places emphasis on net revenues as a meaningful measure of the
relative importance of its principal services since gross revenues earned on
most carrier-management services include the third-party carriers' charges to
Logistics for carrying the shipments.
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Summary of Operating Results
Revenues $ 320,481 $ 349,862
Purchased Transportation (216,358) (255,465)
------------ ------------
Net Revenues 104,123 94,397
Operating Income 6,536 6,185
Operating Margin on Revenue 2.0% 1.8%
Operating Margin on Net Revenue 6.3% 6.6%
Logistics' revenue in the first quarter of 2007 decreased 8.4% from the first
quarter of 2006, due principally to a 14.1% decrease in carrier-management
services, partially offset by a 10.9% increase in warehouse-management
services. Net revenue in the first quarter of 2007 increased 10.3% over the
same quarter last year. Higher first-quarter net revenue in 2007 reflects
reductions in purchased transportation costs and an increase in the
percentage of revenue derived from warehouse-management services, which has
the effect of increasing gross revenues without an associated increase in
purchased transportation. Purchased transportation costs fell 15.3% in the
first quarter of 2007 due to decreases in carrier-management services and
reductions in carrier rates.
Logistics' operating income in the first quarter of 2007 increased 5.7% from
the first quarter of 2006, due primarily to growth in net revenue. Operating
margin was adversely affected by increases in employee costs, purchased
labor, and rent, but was positively impacted by income from information-
technology services provided to GM, as more fully discussed in Note 3, "Sale
of Unconsolidated Joint Venture," of Item 1, "Financial Statements."
Employee costs and purchased labor collectively increased 11.0% in the first
quarter of 2007. Employee costs increased 12.0%, which reflect increases in
base compensation and employee benefits. Base compensation in 2007 increased
10.6% due primarily to growth in average headcount and wage and salary rate
increases that typically take effect in the first and third quarters of each
year. Employee benefits expense increased 20.2% primarily from an increase
in the cost of health-care benefits, which was due in part to a large single
claim in the first quarter of 2007. Purchased labor costs increased 8.2% due
to new warehouse-management projects. Logistics utilizes purchased labor
extensively during the start-up phase of warehouse-management contracts and
also selectively uses purchased labor on established warehouse-management
contracts. Rent expense increased 14.1% due to new warehouse customer space
requirements as well as expansion with existing customers.
Vector
In December 2006, Con-way recognized the sale to GM of Con-way's membership
interest in Vector. The sale of Vector did not qualify as a discontinued
operation due to its classification as an equity-method investment, and
accordingly, Vector's income or losses are reported in net income from
continuing operations.
In the first quarter of 2007, segment results reported from Con-way's equity
investment in Vector included a $2.7 million loss compared to $4.2 million of
income in the first quarter of 2006. The first-quarter loss in 2007 was due
to the write-off of a business-case receivable from GM, as more fully
discussed in Note 3, "Sale of Unconsolidated Joint Venture," of Item 1,
"Financial Statements."
Con-way Other
The Con-way Other reporting segment consists of certain corporate activities
for which the related income (loss) has not been allocated to other reporting
segments. The table below summarizes the operating results for the Con-way
Other reporting segment:
(Dollars in thousands) Three Months Ended
March 31,
--------------------------
2007 2006
------------ ------------
Con-way re-insurance activities $ (1,832) $ 354
Con-way corporate properties (455) (425)
Radio frequency sales -- 980
Other 248 (183)
------------ ------------
$ (2,039) $ 726
============ ============
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents rose to $290.1 million at March 31, 2007 from
$260.0 million at December 31, 2006, as $102.3 million provided by operating
activities exceeded $77.1 million used in investing and financing activities.
Investing activities in the first three months of 2007 used $10.5 million, as
capital expenditures and increased investments in marketable securities was
partially offset by $51.9 million of proceeds received from the sale of Con-
way's membership interest in Vector. In the first three months of 2007,
financing activities used $66.5 million, primarily for the repurchase of
$45.1 million of common stock. Con-way's cash flows are summarized in the
table below.
Discontinued operations in the periods presented relate to the closure of
Con-way Forwarding, the sale of MWF, and the shut-down of EWA, as more fully
discussed in Note 2, "Discontinued Operations," of Item 1, "Financial
Statements."
Three Months Ended
(Dollars in thousands) March 31,
--------------------------
2007 2006
------------ ------------
Operating Activities
Net income $ 33,638 $ 46,434
Discontinued operations (2,919) 1,559
Non-cash adjustments (1) 45,476 35,645
------------ ------------
Net income before non-cash items 76,195 83,638
Changes in assets and liabilities 26,056 47,242
Net Cash Provided by Operating Activities 102,251 130,880
------------ ------------
Net Cash Used in Investing Activities (10,538) (112,042)
------------ ------------
Net Cash Used in Financing Activities (66,531) (57,440)
------------ ------------
Net Cash Provided by (Used in)
Continuing Operations 25,182 (38,602)
Net Cash Provided by (Used in)
Discontinued Operations 4,846 (468)
------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents $ 30,028 $ (39,070)
============ ============
(1) "Non-cash adjustments" refer to depreciation, amortization,
deferred income taxes, provision for uncollectible accounts
and other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first three months of 2007 was
$102.3 million, a $28.6 million decrease from the first three months of 2006,
due to decreases in net income before non-cash items and cash provided by
changes in assets and liabilities. In the first three months of 2007,
receivables used $42.6 million, primarily due to an increase in the average
collection period for trade receivables, compared to $2.8 million used in the
same prior-year period. Employee benefits provided $6.4 million in the first
three months of 2007 compared to $8.0 million in the same period of 2006.
Under benefit plan amendments that were effective on January 1, 2007, an
increase in the obligation for Con-way's defined contribution pension plan
was largely offset by a decline in the obligation related to Con-way's
defined benefit pension plans, as more fully discussed in Note 5, "Employee
Benefit Plans," of Item 1, "Financial Statements." The increase in self-
insurance accruals provided $8.2 million in the first three months of 2007
compared to $1.0 million provided in the first three months of 2006, and
reflects increases in liabilities associated with vehicular insurance and
cargo-loss and damage claims. Cash provided from income taxes increased to
$39.4 million in the first three months of 2007 from $23.9 million in the
same prior-year period, due primarily to tax refunds received in March 2007.
Investing Activities
Cash used in investing activities decreased to $10.5 million in the first
three months of 2007 from $112.0 million in the first three months of 2006
due primarily to $51.9 million in proceeds received in January 2007 from the
sale of Con-way's membership interest in Vector and a decline in capital
expenditures. Capital expenditures in the first three months of 2007
decreased $33.4 million from the same prior-year period due primarily to
fewer tractor and trailer expenditures at Con-way Freight and Transportation.
Proceeds from the sale of properties and equipment increased $3.7 million in
the first three months of 2007 compared to the same period of 2006 due
primarily to the sale of Con-way Truckload tractors. In all periods
presented, investing activities also reflect fluctuations in short-term
marketable securities. In the first three months of 2007 and 2006,
investment in marketable securities used $41.4 million and $51.5 million,
respectively.
Financing Activities
Financing activities used cash of $66.5 million in the first three months of
2007 compared to $57.4 million in the same period of 2006. Common stock
repurchases of $45.1 million in the first three months of 2007 and $37.5
million in the first three months of 2006 were made under Con-way's
repurchase programs. Under a program more fully discussed in Note 7, "Common
Stock Repurchase Program," of Item 1, "Financial Statements," Con-way is
authorized to repurchase an additional $45.3 million of common stock through
June 30, 2007. Financing activities in both periods presented also reflect
proceeds from the exercise of stock options, dividend payments and scheduled
principal payments for notes related to Con-way's defined contribution
retirement plan.
Con-way has a $400 million revolving credit facility that matures on
September 30, 2011. The revolving credit facility is available for cash
borrowings and for the issuance of letters of credit up to $400 million. At
March 31, 2007, no borrowings were outstanding under Con-way's revolving
credit facility and $203.7 million of letters of credit were outstanding,
leaving $196.3 million of available capacity for additional letters of credit
or cash borrowings, subject to compliance with financial covenants and other
customary conditions to borrowing.
Con-way had other uncommitted unsecured credit facilities totaling $35.0
million. At March 31, 2007, a total of $17.2 million of letters of credit,
bank guarantees, and overdraft facilities were outstanding. See "- Forward-
Looking Statements" below, and Note 5, "Debt and Other Financing
Arrangements," of Item 8, "Financial Statements and Supplementary Data," in
Con-way's 2006 Annual Report on Form 10-K for additional information
concerning Con-way's $400 million credit facility and its other debt
instruments.
Contractual Cash Obligations
Con-way's contractual cash obligations as of December 31, 2006 are summarized
in Con-way's 2006 Annual Report on Form 10-K under Item 7, "Management's
Discussion and Analysis - Liquidity and Capital Resources - Contractual Cash
Obligations." In the first three months of 2007, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business.
In 2007, Con-way anticipates capital and software expenditures of
approximately $185 million or approximately $160 million of additional
expenditures in the remaining three quarters of 2007. Con-way's estimate for
capital expenditures primarily includes acquisitions of additional tractor
and trailer equipment. Con-way's actual 2007 capital expenditures may differ
from the estimated amount, depending on factors such as availability and
timing of delivery of equipment, the availability of land in desired
locations for new facilities, and the timing of obtaining permits,
environmental studies and other approvals necessary for the development of
new and existing facilities. The planned expenditures do not represent
contractual obligations.
Other
Con-way's ratio of total debt to capital decreased to 42.7% at March 31, 2007
from 43.8% at December 31, 2006, due primarily to the increase in retained
earnings from net income earned in 2007, the net increase in common
shareholders' equity on adoption of the measurement-date provisions of SFAS
158, and an $18.6 million debt repayment in January. The increases in common
shareholders' equity were partially offset by the share repurchases in 2007.
Con-way believes that its working capital requirements and capital
expenditure plans in the foreseeable future will be adequately met with
various sources of liquidity and capital, including Con-way's cash and cash
equivalents, marketable securities, cash flow from operations, credit
facilities and access to capital markets. At December 31, 2006, Con-way's
senior unsecured debt was rated as investment grade by Standard and Poor's
(BBB), Fitch Ratings (BBB), and Moody's (Baa3).
Critical Accounting Policies and Estimates
------------------------------------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. requires management to adopt
accounting policies and make significant judgments and estimates. In many
cases, there are alternative policies or estimation techniques that could be
used. Con-way maintains a process to evaluate the appropriateness of its
accounting policies and estimation techniques, including discussion with and
review by the Audit Committee of its Board of Directors and its independent
registered public accounting firm. Accounting policies and estimates may
require adjustment based on changing facts and circumstances and actual
results could differ from estimates.
Information concerning Con-way's "Critical Accounting Policies and Estimates"
are included in Item 7, "Management's Discussion and Analysis," in Con-way's
2006 Annual Report on Form 10-K. Con-way believes that the accounting
policies that are most judgmental and material to the financial statements
are those related to the following:
* Employee Retirement Benefit Plans
* Self-Insurance Accruals
* Income Taxes
* Disposition and Restructuring Estimates
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
Other than the recent adoption of the accounting pronouncements described
below, there have been no significant changes to Con-way's critical
accounting policies and estimates during the first quarter of 2007.
Employee Retirement Benefit Plans
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of SFAS
87, 88, 106, and 132R." Effective on December 31, 2006, Con-way adopted the
recognition and related disclosure provisions of SFAS 158, as more fully
discussed in Note 9, "Employee Benefit Plans," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2006 Annual Report on Form
10-K. Effective January 1, 2007, Con-way adopted the measurement-date
provisions of SFAS 158, which require employers to measure plan assets and
obligations as of the end of the fiscal year. Accordingly, Con-way changed
its measurement date to December 31 from November 30 for all of its defined
benefit pension plans. Under the transition provisions of SFAS 158, Con-way
recognized a $21.3 million decrease in plan-related liabilities, an $8.3
million decline in related deferred tax assets, and a $13.0 million increase
in shareholders' equity. The beginning-of-period increase to shareholders'
equity consisted of a $2.6 million decline in retained earnings to recognize
service cost for December 2006 and a $15.6 million decline in accumulated
other comprehensive loss to recognize the effect of an increase in the plan-
related discount rate.
The effect of adoption of SFAS 158's measurement-date provisions to Con-way's
financial statements as of and for the quarter ended March 31, 2007 was
primarily the result of an increase in the discount rate (used to measure
plan-related obligations) to 5.95% at December 31, 2006 from 5.85% at
November 30, 2006. This increase in discount rate reduced Con-way's
estimated plan obligation, as described above, and will also increase
estimated annual pension income in 2007 by $7.7 million. Following
completion of final actuarial calculations, Con-way estimates that the
defined benefit pension plans in 2007 will result in annual pension income of
$25 million, based primarily on an expected return on plan assets that
exceeds the interest cost on plan benefit obligations.
Income Taxes
Effective on January 1, 2007, Con-way adopted the provisions of FIN 48,
"Accounting for Uncertainty in Income Taxes," as more fully discussed in Note
9, "Income Taxes," of Item 1, "Financial Statements." Con-way assesses its
income tax positions and records tax benefits for all years subject to
examination based upon management's evaluation of the facts, circumstances,
and information available at the reporting date. For those positions where
it is more likely than not that a tax benefit will be sustained, Con-way has
recorded the largest amount of tax benefit with a greater-than-50-percent
likelihood of being realized upon ultimate settlement with a taxing authority
that has full knowledge of all relevant information. For those income tax
positions where it is not more likely than not that a tax benefit will be
sustained, no tax benefit has been recognized in the financial statements.
Forward - Looking Statements
----------------------------
Certain statements included herein constitute "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to a number of risks and uncertainties, and should
not be relied upon as predictions of future events. All statements other
than statements of historical fact are forward-looking statements, including:
* any projections of earnings, revenues, weight, yield, volumes, income or
other financial or operating items;
* any statements of the plans, strategies, expectations or objectives of
Con-way's management for future operations or other future items;
* any statements concerning proposed new products or services;
* any statements regarding Con-way's estimated future contributions to
pension plans;
* any statements as to the adequacy of reserves;
* any statements regarding the outcome of any claims that may be brought
against Con-way by CFC's multi-employer pension plans or any statements
regarding future economic conditions or performance;
* any statements regarding the outcome of legal and other claims and
proceedings against Con-way, any statements of estimates or belief and
any statements or assumptions underlying the foregoing.
Certain such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of those terms or other variations of those
terms or comparable terminology or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent on
assumptions, data and methods that may be incorrect or imprecise and there
can be no assurance that they will be realized. In that regard, the
following factors, among others and in addition to the matters discussed
elsewhere in this document and other reports and documents filed by Con-way
with the Securities and Exchange Commission, could cause actual results and
other matters to differ materially from those discussed in such forward-
looking statements:
* changes in general business and economic conditions, including the
global economy;
* the creditworthiness of Con-way's customers and their ability to pay for
services rendered;
* increasing competition and pricing pressure;
* availability of fuel and changes in fuel prices or fuel surcharges;
* the effects of the cessation of EWA's air carrier operations;
* the possibility that Con-way may, from time to time, be required to
record impairment charges for long-lived assets;
* the possibility of defaults under Con-way's $400 million credit
agreement and other debt instruments, and the possibility that Con-way
may be required to repay certain indebtedness in the event that the
ratings assigned to its long-term senior debt by credit rating agencies
are reduced;
* labor matters, including the grievances by furloughed EWA pilots and
crew members, labor organizing activities, work stoppages or strikes;
* enforcement of and changes in governmental regulations, including the
effects of new regulations issued by the Department of Homeland
Security;
* environmental and tax matters;
* matters relating to Con-way's 1996 spin-off of CFC, including the
possibility that CFC's multi-employer pension plans may assert claims
against Con-way, that Con-way may not prevail in those proceedings and
that Con-way may not have the financial resources necessary to satisfy
amounts payable to those plans;
* matters relating to the sale of MWF, including Con-way's obligation to
indemnify UPS for certain losses in connection with the sale; and
* matters relating to Con-way's defined benefit and contribution pension
plans.
As a result of the foregoing, no assurance can be given as to future
financial condition, results of operations, or cash flows. See Note 10,
"Commitments and Contingencies," of Item 1, "Financial Statements."
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices, and foreign currency exchange rates.
Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk. Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure. Derivative
financial instruments held by Con-way at March 31, 2007 did not have a
material effect on Con-way's financial statements.
Interest Rates
Con-way is subject to the effect of interest rate fluctuations on the fair
value of its long-term debt and on the amount of interest income earned on
cash-equivalent investments and short-term marketable securities, as more
fully discussed in Item 7A, "Quantitative and Qualitative Disclosures About
Market Risk," of Con-way's 2006 Annual Report on Form 10-K.
Fuel
Con-way is exposed to the effects of changes in the availability and price of
diesel fuel. Generally, fuel can be obtained from various sources and in the
desired quantities. However, an inability to obtain fuel could have a
material adverse effect on Con-way. Con-way Freight and Transportation is
subject to the risk of price fluctuations. Like other LTL carriers, Con-way
Freight assesses many of its customers with a fuel surcharge. The fuel
surcharge is a part of Con-way Freight's overall rate structure for customers
and is intended to compensate Con-way Freight for the adverse effects of
higher fuel costs. As fuel prices have risen, the fuel surcharge has
increased Con-way Freight's yields and revenue, and Con-way Freight has more
than recovered higher fuel costs and fuel-related increases in purchased
transportation. Con-way cannot predict the future movement of fuel prices,
Con-way Freight's ability to recover higher fuel costs through fuel
surcharges, or the effect that changes in fuel surcharges may have on Con-way
Freight's overall rate structure. Con-way Freight's operating income may be
adversely affected by a decline in fuel prices as lower fuel surcharges would
reduce its yield and revenue. Whether fuel prices increase, decrease, or
remain constant, Con-way's operating income may be adversely affected if
market pressures limited Con-way Freight's ability to assess its fuel
surcharges.
Foreign Currency
The assets and liabilities of Con-way's foreign subsidiaries are denominated
in foreign currencies, which create exposure to changes in foreign currency
exchange rates. However, the market risk related to foreign currency
exchange rates is not material to Con-way's financial condition, results of
operations, or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.
(b) Internal Control Over Financial Reporting.
There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Certain legal proceedings of Con-way are also discussed in Note 2,
"Discontinued Operations," and Note 10, "Commitments and Contingencies," of
Item 1, "Financial Statements."
In 2003, prior to the sale of MWF to UPS, Con-way became aware of information
that Emery Transnational, a Philippines-based joint venture in which MWF,
Inc. may be deemed to be a controlling partner, may have made certain
payments in violation of the Foreign Corrupt Practices Act. Con-way promptly
notified the Department of Justice and the Securities and Exchange Commission
of this matter, and MWF, Inc. instituted policies and procedures in the
Philippines designed to prevent such payments from being made in the future.
Con-way was subsequently advised by the Department of Justice that it is not
pursuing an investigation of this matter. Con-way conducted an internal
investigation of approximately 40 other MWF, Inc. international locations and
has shared the results of the internal investigation with the SEC. The
internal investigation revealed that Menlo Worldwide Forwarding (Thailand)
Limited, a Thailand-based joint venture, also may have made certain payments
in violation of the Foreign Corrupt Practices Act. MWF, Inc. made certain
personnel changes and instituted policies and procedures in Thailand designed
to prevent such payments from being made in the future. In December 2004,
Con-way completed the sale of its air freight forwarding business (including
the stock of MWF, Inc., Emery Transnational and Menlo Worldwide Forwarding
(Thailand) Limited) to an affiliate of UPS. In connection with that sale,
Con-way agreed to indemnify UPS for certain losses resulting from violations
of the Foreign Corrupt Practices Act. Con-way is currently unable to predict
whether it will be required to make payments under the indemnity or whether
the SEC will impose fines or other penalties directly on Con-way as of result
of the actions of Emery Transnational.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in
Part 1 Item 1A, "Risk Factors," of Con-way's 2006 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides a summary of shares repurchased during the
quarter ended March 31, 2007:
Total Number Maximum Dollar
Total Average of Shares Purchased Value of Shares
Number of Price as Part of that May Yet Be
shares Paid per Publicly Announced Purchased Under
Purchased[1] Share Program [1] the Program[1]
------------ ----------- ------------------- -----------------
January 1, 2007-
January 31, 2007 120,000 $ 46.08 120,000 $ 84,805,703
February 1, 2007-
February 28, 2007 658,600 $ 50.21 658,600 $ 51,736,094
March 1, 2007 -
March 31, 2007 132,000 $ 49.06 132,000 $ 45,260,190
------------ -------------------
Total 910,600 $ 49.50 910,600 $ 45,260,190
============ ===================
[1] In April 2006, the Board of Directors authorized the repurchase of up to
$400 million in Con-way's common stock through open-market transactions and
privately negotiated transactions from time to time in such amounts as
management deems appropriate through June 30, 2007.
ITEM 4. Submission of Matters to a Vote of Security Holders
At the Annual Shareholders Meeting held April 17, 2007, the following
proposals were presented with the indicated voting results:
For the purpose of electing members of the Board of Directors, the votes
representing shares of common and preferred stock were cast as follows:
Nominee For Against
-------------------- ------------ ------------
John J. Anton 45,057,663 848,238
W. Keith Kennedy, Jr. 44,367,558 1,538,343
John C. Pope 43,569,378 2,336,523
Douglas W. Stotlar 44,372,119 1,533,782
Peter W. Stott 44,558,032 1,347,869
The following directors did not stand for election and continued in office as
directors after the Annual Shareholders Meeting: William R. Corbin, Margaret
G. Gill, Robert Jaunich II, Admiral Henry H. Mauz, Jr., Michael J. Murray,
Robert D. Rogers, William J. Schroeder, Robert P. Wayman, and Chelsea C.
White III.
The appointment of KPMG LLP as Con-way's independent registered public
accounting firm for the year 2007 was approved by the following vote: For
45,010,527; Against 656,899; Abstain 238,475.
ITEM 6. EXHIBITS
Exhibit No.
- -----------
(3) Articles of Incorporation and by-laws:
3.2 Con-way Inc. Bylaws, as amended April 23, 2007.
(31) Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
(32) Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
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 thereunto duly authorized.
Con-way Inc.
------------
(Registrant)
May 8, 2007 /s/ Kevin C. Schick
--------------------
Kevin C. Schick
Senior Vice President and
Chief Financial Officer