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 September 30, 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 October 31, 2007: 45,150,065
CON-WAY INC.
FORM 10-Q
Quarter Ended September 30, 2007
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 2007 and December 31, 2006 3
Statements of Consolidated Income -
Three and Nine Months Ended September 30, 2007 and 2006 5
Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 2007 and 2006 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 22
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 37
Item 4. Controls and Procedures 38
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 39
Item 1A. Risk Factors 39
Item 6. Exhibits 41
Signatures 42
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
September 30, December 31,
ASSETS 2007 2006
------------ ------------
Current Assets
Cash and cash equivalents $ 181,449 $ 260,039
Marketable securities 95,041 184,525
Trade accounts receivable, net 506,400 439,727
Other accounts receivable 30,498 107,520
Operating supplies, at lower of average cost
or market 23,458 19,223
Prepaid expenses 35,537 34,445
Deferred income taxes 42,962 43,107
Assets of discontinued operations 2,271 1,898
------------ ------------
Total Current Assets 917,616 1,090,484
------------ ------------
Property, Plant and Equipment, at cost
Land 188,156 159,506
Buildings and leasehold improvements 779,180 688,644
Revenue equipment 1,248,888 970,290
Other equipment 253,734 239,244
------------ ------------
2,469,958 2,057,684
Accumulated depreciation and amortization (993,689) (939,709)
------------ ------------
1,476,269 1,117,975
------------ ------------
Other Assets
Deferred charges and other assets 46,810 25,894
Capitalized software, net 34,267 34,831
Goodwill 475,939 727
Deferred income taxes -- 31,978
------------ ------------
557,016 93,430
------------ ------------
Total Assets $ 2,950,901 $ 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)
September 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2007 2006
------------ ------------
Current Liabilities
Accounts payable $ 274,243 $ 240,870
Accrued liabilities 302,598 202,923
Income taxes payable 10,702 --
Self-insurance accruals 106,393 92,372
Short-term borrowings 4,535 --
Bridge-loan facility 425,000 --
Current maturities of long-term debt 22,713 18,635
Liabilities of discontinued operations 3,465 5,002
------------ ------------
Total Current Liabilities 1,149,649 559,802
Long-Term Liabilities
Long-term debt and guarantees 532,099 557,723
Self-insurance accruals 128,936 114,431
Employee benefits 256,726 314,559
Other liabilities and deferred credits 27,341 14,595
Deferred income taxes 71,036 --
------------ ------------
Total Liabilities 2,165,787 1,561,110
------------ ------------
Commitments and Contingencies (Notes 4, 7, and 13)
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 570,455 and 603,816
shares, respectively 6 6
Additional paid-in capital, preferred stock 86,760 91,834
Deferred compensation, defined contribution plan (23,605) (31,491)
------------ ------------
Total Preferred Shareholders' Equity 63,161 60,349
------------ ------------
Common stock, $.625 par value; authorized
100,000,000 shares; issued 61,871,878 and
61,616,649 shares, respectively 38,589 38,434
Additional paid-in capital, common stock 563,924 549,267
Retained earnings 941,865 847,068
Cost of repurchased common stock
(16,743,371 and 15,168,447 shares,
respectively) (722,495) (638,929)
------------ ------------
Total Common Shareholders' Equity 821,883 795,840
------------ ------------
Accumulated Other Comprehensive Loss (99,930) (115,410)
------------ ------------
Total Shareholders' Equity 785,114 740,779
------------ ------------
Total Liabilities and Shareholders'
Equity $ 2,950,901 $ 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 Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues $1,111,293 $1,076,807 $3,187,201 $3,222,851
Costs and Expenses
Salaries, wages and
other employee benefits 486,135 432,196 1,387,339 1,302,990
Purchased transportation 253,282 296,296 779,672 901,279
Fuel and fuel-related taxes 91,226 74,646 236,816 218,032
Depreciation and
amortization 42,947 36,346 117,077 106,973
Maintenance 31,762 26,698 85,567 79,827
Rents and leases 22,919 18,357 59,852 57,599
Purchased labor 16,095 17,431 45,906 49,000
Other operating expenses 99,245 80,752 271,297 232,184
Loss (Income) from equity
investment -- (1,999) 2,699 (10,858)
Gain from sale of
Con-way Expedite -- (6,231) -- (6,231)
----------- ----------- ----------- -----------
1,043,611 974,492 2,986,225 2,930,795
----------- ----------- ----------- -----------
Operating Income 67,682 102,315 200,976 292,056
----------- ----------- ----------- -----------
Other Income (Expense)
Investment income 5,118 5,399 16,420 19,021
Interest expense (10,603) (8,761) (27,927) (25,226)
Miscellaneous, net (271) (511) (78) 145
----------- ----------- ----------- -----------
(5,756) (3,873) (11,585) (6,060)
----------- ----------- ----------- -----------
Income from Continuing
Operations before Income
Tax Provision 61,926 98,442 189,391 285,996
Income Tax Provision 22,961 33,664 70,257 97,273
----------- ----------- ----------- -----------
Income from Continuing
Operations 38,965 64,778 119,134 188,723
----------- ----------- ----------- -----------
Discontinued Operations,
net of tax
Loss from Discontinued
Operations -- -- -- (1,929)
Gain (Loss) from
Disposal -- -- 1,609 (4,850)
----------- ----------- ----------- -----------
-- -- 1,609 (6,779)
Net Income 38,965 64,778 120,743 181,944
Preferred Stock
Dividends 1,693 1,748 5,172 5,319
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 37,272 $ 63,030 $ 115,571 $ 176,625
=========== =========== =========== ===========
Net Income from Continuing
Operations Available to
Common Shareholders $ 37,272 $ 63,030 $ 113,962 $ 183,404
=========== =========== =========== ===========
Weighted-Average Common
Shares Outstanding
Basic 44,976,482 47,601,175 45,414,155 49,717,418
Diluted 48,007,691 50,857,496 48,492,037 53,092,636
Earnings (Loss) per
Common Share
Basic
Net Income from
Continuing Operations $ 0.83 $ 1.32 $ 2.51 $ 3.69
Loss from Discontinued
Operations -- -- -- (0.04)
Gain (Loss) from
Disposal -- -- 0.03 (0.10)
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 0.83 $ 1.32 $ 2.54 $ 3.55
=========== =========== =========== ===========
Diluted
Net Income from
Continuing Operations $ 0.78 $ 1.24 $ 2.37 $ 3.47
Loss from Discontinued
Operations -- -- -- (0.04)
Gain (Loss) from
Disposal -- -- 0.03 (0.09)
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 0.78 $ 1.24 $ 2.40 $ 3.34
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
Nine Months Ended
September 30,
-----------------------
2007 2006
----------- -----------
Cash and Cash Equivalents, Beginning of Period $ 260,039 $ 514,275
----------- -----------
Operating Activities
Net income 120,743 181,944
Adjustments to reconcile net income to net
cash provided by operating activities:
Discontinued operations, net of tax (1,609) 6,779
Depreciation and amortization, net of accretion 113,465 103,615
Increase in deferred income taxes 5,976 17,667
Amortization of deferred compensation 7,886 6,853
Share-based compensation 8,029 5,555
Provision for uncollectible accounts 2,625 2,152
Loss (Income) from equity investment 2,699 (10,858)
Gain from sale of business -- (6,231)
Loss from restructuring activities 7,000 --
Gain from sales of property and equipment, net (2,079) (1,052)
Changes in assets and liabilities, net
of acquisitions:
Receivables (27,644) 25,915
Prepaid expenses 6,743 2,081
Accounts payable 6,296 (5,792)
Accrued incentive compensation 19,181 13,200
Accrued liabilities, excluding accrued
incentive compensation and employee benefits 24,497 27,545
Self-insurance accruals 8,492 4,382
Income taxes 41,013 8,929
Employee benefits (9,306) (40,167)
Deferred charges and credits 1,925 13,699
Other (8,127) (5,970)
----------- -----------
Net Cash Provided by Operating Activities 327,805 350,246
----------- -----------
Investing Activities
Capital expenditures (93,602) (243,297)
Software expenditures (8,242) (7,500)
Proceeds from sales of property and equipment, net 15,993 4,630
Proceeds from sale of equity investment 51,900 8,000
Acquisition of CFI, net of cash acquired (739,455) --
Acquisition of Cougar Logistics, net of cash
acquired (28,218) --
Net decrease in marketable securities 89,500 20,400
----------- -----------
Net Cash Used in Investing Activities (712,124) (217,767)
----------- -----------
Financing Activities
Net proceeds from issuance of bridge-loan facility 425,000 --
Repayment of long-term debt and guarantees (18,626) (15,024)
Proceeds from exercise of stock options 6,907 11,771
Excess tax benefit from stock option exercises 577 2,518
Payments of common dividends (13,675) (15,004)
Payments of preferred dividends (7,931) (8,457)
Repurchases of common stock (89,865) (305,925)
----------- -----------
Net Cash Provided by (Used in) Financing Activities 302,387 (330,121)
----------- -----------
Net Cash Used in Continuing Operations (81,932) (197,642)
----------- -----------
Discontinued Operations
Net Cash Provided by (Used in) Operating Activities 3,342 (23,220)
Net Cash Used in Investing Activities -- (178)
----------- -----------
Net Cash Provided by (Used in) Discontinued
Operations 3,342 (23,398)
----------- -----------
Decrease in Cash and Cash Equivalents (78,590) (221,040)
----------- -----------
Cash and Cash Equivalents, End of Period $ 181,449 $ 293,235
=========== ===========
Supplemental Disclosure
Cash paid for income taxes, net of refunds $ 21,458 $ 65,044
=========== ===========
Cash paid for interest, net of amounts capitalized $ 22,161 $ 21,295
=========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principal Accounting Policies
Organization
Con-way Inc. and its consolidated subsidiaries ("Con-way" or the "Company")
provide transportation and logistics services for a wide range of
manufacturing, industrial and retail customers. Con-way's principal business
units operate in regional and transcontinental less-than-truckload and full-
truckload freight transportation, truckload brokerage, global logistics
management, and trailer manufacturing. As more fully discussed in Note 6,
"Segment Reporting," for financial reporting purposes, Con-way is divided
into five reporting segments: Freight, Truckload, Logistics, Vector and
Other.
Basis of Presentation
These interim financial statements of Con-way have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and Rule 10-01 of Regulation S-X, and
should be read in conjunction with Con-way's 2006 Annual Report on Form 10-K.
Accordingly, significant accounting policies and other disclosures normally
provided have been omitted.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, including normal
recurring adjustments, necessary to present fairly Con-way's financial
position, results of operations and cash flows for the interim dates and
periods presented. Results for the interim periods presented are not
necessarily indicative of annual results.
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.
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 Three Months Ended Nine Months Ended
per share data) September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Numerator:
Continuing operations
(after preferred stock
dividends), as reported $ 37,272 $ 63,030 $ 113,962 $ 183,404
Add-backs:
Dividends on
Series B preferred
stock, net of replacement
funding 262 262 795 807
----------- ----------- ----------- -----------
Continuing operations 37,534 63,292 114,757 184,211
----------- ----------- ----------- -----------
Discontinued operations -- -- 1,609 (6,779)
----------- ----------- ----------- -----------
Available to common
shareholders $ 37,534 $ 63,292 $ 116,366 $ 177,432
=========== =========== =========== ===========
Denominator:
Weighted-average common
shares outstanding 44,976,482 47,601,175 45,414,155 49,717,418
Stock options and nonvested
stock 345,512 363,420 392,185 482,317
Series B preferred stock 2,685,697 2,892,901 2,685,697 2,892,901
----------- ----------- ----------- -----------
48,007,691 50,857,496 48,492,037 53,092,636
=========== =========== =========== ===========
Anti-dilutive stock
options not included in
denominator 894,298 400,900 831,798 324,500
=========== =========== =========== ===========
Earnings (Loss) per Diluted
Share:
Continuing operations $ 0.78 $ 1.24 $ 2.37 $ 3.47
Discontinued operations -- -- 0.03 (0.13)
----------- ----------- ----------- -----------
Available to common
shareholders $ 0.78 $ 1.24 $ 2.40 $ 3.34
=========== =========== =========== ===========
2. Acquisitions
Contract Freighters, Inc.
On August 23, 2007, Con-way acquired the outstanding common shares of
Transportation Resources, Inc. ("TRI"). TRI is the holding company for
Contract Freighters, Inc. and other affiliated companies (collectively,
"CFI"). CFI is a truckload carrier headquartered in Joplin, Missouri, and
provides asset-based full-truckload freight services throughout North
America, including services into and out of Mexico. At the acquisition date,
CFI operated over 2,300 tractors and more than 7,000 trailers, with more than
3,000 employees, including approximately 2,500 drivers.
Following the acquisition, the operating results of CFI are reported with the
operating results of the Con-way Truckload business unit in the Truckload
reporting segment. Accordingly, the Truckload reporting segment for the
third quarter and first nine months of 2007 and 2006 includes the results of
the Con-way Truckload business unit for all of those periods, but only
includes the operating results of CFI from August 23, 2007 through September
30, 2007. As more fully discussed in Note 3, "Restructuring Activities,"
Con-way in September 2007 integrated the Con-way Truckload business unit with
the CFI business unit.
Strategic Benefits
The acquisition of CFI establishes Con-way as an enterprise that offers
domestic and international shippers with a diverse suite of solutions,
including less-than-truckload ("LTL"), full-truckload, and logistics
services. Con-way expects to realize a number of strategic benefits from the
acquisition of CFI, including the diversification of its revenue mix, a more
efficient and integrated truckload operation, and opportunities to leverage
sales efforts, infrastructure and freight flows among Con-way's LTL,
truckload and logistics business units.
Purchase Price and Allocation to Net Assets Acquired
In the presentation below, the preliminary allocation of the purchase price
is based on the purchase price calculated as of the August 23, 2007
acquisition closing date and the estimated fair value or carrying amount
(which approximates fair value) of assets acquired and liabilities assumed as
of the same date. The purchase-price accounting is based on current
estimates of the assets acquired and liabilities assumed and a preliminary
evaluation of the effect of conforming CFI's accounting policies to those of
Con-way. Accordingly, revisions to the preliminary estimates and evaluations
may be necessary as these items are finalized.
Calculation of purchase price (dollars in millions):
Cash consideration paid
Purchase price $ 750.0
Adjustments for working capital, and for cash and
debt acquired 12.0
Direct transaction costs 5.1
----------
Gross purchase price $ 767.1
Cash acquired (15.4)
----------
Net purchase price $ 751.7
===========
Allocation of purchase price (dollars in millions):
Current assets, excluding cash acquired $ 56.2
Non-current assets
Property and equipment 362.6
Intangible assets
Customer relationships $ 14.0
Trademarks 1.7
Goodwill 463.3
---------
479.0
Other assets
Internal-use software 3.0
Restricted cash 4.0
---------
7.0
Current liabilities (43.2)
Non-current liabilities
Deferred taxes (96.5)
Other (13.4)
----------
$ 751.7
===========
As required by SFAS 142, "Goodwill and Intangible Assets," intangible assets
with an indefinite life are not amortized while intangible assets with lives
of definite duration are amortized over their estimated useful lives.
Accordingly, goodwill will not be amortized and is not deductible for income-
tax purposes, but will be subject to an annual impairment test. Identifiable
intangible assets will be amortized on a straight-line basis over the
estimated useful lives of the assets, which are 10 years for customer
relationships and 2 years for trademarks.
In connection with the acquisition, former shareholders of TRI paid $4.0
million into an escrow account for the purpose of retaining certain key
executive officers of CFI. Under the escrow agreement, the key executive
officers will receive pro rata payments if they remain employees of CFI over
a two-year period ending August 23, 2009. Accordingly, $4.0 million has been
allocated to the purchase price as the value of the retention-related
restricted cash and an equal liability to the key executive officers will be
accrued ratably over the two-year service period. If the key executive
officers terminate employment prior to August 23, 2009, any unearned portion
of the restricted cash in escrow would be remitted to Con-way.
Pro Forma Financial Information
The following unaudited pro forma condensed financial information presents
the combined results of operations of Con-way as if the CFI acquisition had
occurred as of the beginning of the periods presented, and based on Con-way's
assessment of materiality, does not reflect the acquisition of Cougar
Logistics. The unaudited pro forma condensed consolidated financial
information is for illustrative purposes only, is hypothetical in nature and
does not purport to represent what Con-way's financial information would have
been if the acquisition had occurred as of the dates indicated or what such
results will be for any future periods.
The unaudited financial information reflects pro forma adjustments that are
based upon available information and certain assumptions that Con-way
believes are reasonable, including estimates related to purchase-method fair-
value accounting adjustments, the effect of financing transactions and
conforming changes in accounting policies. However, the pro forma condensed
consolidated statements of income from continuing operations reflect only pro
forma adjustments expected to have a continuing effect on the consolidated
results beyond 12 months from the consummation of the acquisition and do not
reflect any changes in operations that may occur, including synergistic
benefits that may be realized through the acquisition or the costs that may
be incurred in integrating operations. These estimates are preliminary and
are based on information currently available and could change.
(Dollars in thousands Three Months Ended Nine Months Ended
except per share amounts) September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenue $1,180,471 $1,203,699 $3,497,426 $3,585,068
Income from continuing
operations 38,604 65,760 117,509 192,650
Net income 38,604 65,760 119,118 185,871
Net income available to
shareholders 36,911 64,012 113,946 180,552
Earnings per share
Basic $ 0.82 $ 1.34 $ 2.51 $ 3.63
Diluted $ 0.77 $ 1.26 $ 2.37 $ 3.42
Cougar Logistics
On September 5, 2007, Menlo Worldwide, LLC ("MW") acquired the outstanding
common shares of Cougar Holdings Pte Ltd., and its primary subsidiary, Cougar
Express Logistics (collectively, "Cougar Logistics"). Cougar Logistics is a
warehousing, logistics, distribution-management and freight-forwarding
company headquartered in Singapore. Cougar provides its services to a client
base in Asia of nearly 200 global businesses with personnel, facilities and
operations in 12 locations in Singapore, Malaysia and Thailand.
Following the acquisition, the operating results of Cougar are reported with
the operating results of the Menlo Logistics business unit in the Logistics
reporting segment. The Logistics reporting segment for the third quarter and
first nine months of 2007 and 2006 includes the operating results of Cougar
Logistics from September 5, 2007 through September 30, 2007.
Strategic Benefits
The acquisition of Cougar Logistics expands Menlo Logistics' operations in
the important Asia-Pacific region. Menlo Logistics expects to realize a
number of strategic benefits from the acquisition, including the entry into
new service offerings and markets, an expansion of capabilities within its
existing service portfolio and industry verticals.
Purchase Price and Allocation to Net Assets Acquired
MW acquired the outstanding common shares of Cougar Logistics for a cash
purchase price of $28.2 million, subject to adjustment, and the assumption of
$4.5 million in debt. The preliminary allocation of the purchase price is
based on the purchase price calculated as of the September 5, 2007
acquisition closing date and the estimated fair value or carrying amount
(which approximates fair value) of assets acquired and liabilities assumed as
of the same date. Based on preliminary estimates, the $28.2 million purchase
price (net of $0.9 million of cash acquired) was allocated to $21.5 million
of acquired property and equipment, $11.9 million of goodwill, $4.5 million
of assumed short-term borrowings and $0.7 million of other assumed
liabilities (net of other acquired assets). Goodwill will not be amortized
but will be subject to an annual impairment test. Con-way is currently
evaluating the tax effect of goodwill and other assets acquired and
liabilities assumed. The purchase-price accounting is based on a preliminary
calculation of the purchase price and current estimates of the assets
acquired and liabilities assumed. Accordingly, revisions to the preliminary
calculations and estimates may be necessary as these items are finalized.
Chic Logistics
Subsequent to the end of the period, MW on October 18, 2007 acquired the
outstanding common shares of Chic Holdings, Ltd. and its wholly owned
subsidiaries, Shanghai Chic Logistics Co. Ltd. and Shanghai Chic Supply Chain
Management Co. Ltd. (collectively, "Chic Logistics") for a purchase price of
$60 million, subject to earn-out provisions based on performance. Chic
Logistics is a well-established provider of third-party logistics and
transportation-management services in China and maintains a network with 130
operating sites in 78 cities. The acquisition of Chic Logistics expands
Menlo Logistics' operations in China and is expected to bring many of the
same international strategic benefits as the acquisition of Cougar Logistics.
3. Restructuring Activities
Freight
In August 2007, Con-way Freight began an operational restructuring to combine
its three regional operating companies into one centralized operation to
improve the customer experience and streamline its processes. The
reorganization into a centralized entity is intended to improve customer
service and efficiency through the development of uniform new pricing and
operational processes, implementation of best practices, and fostering of
innovation. In connection with the reorganization, Con-way Freight
recognized a third-quarter restructuring charge of $5.5 million.
Con-way expects the reorganization to be substantially complete by the end of
the first quarter of 2008 and, during the period of reorganization, estimates
that it will recognize total restructuring charges of approximately $18
million. Estimated restructuring charges consist primarily of employee-
separation costs, lease-termination costs, and asset-impairment charges.
Employee-separation costs primarily include severance payments and retention
bonuses for employees who have been notified of their immediate or future
separation, and accordingly, the related expenses are recognized over the
employees' remaining service period.
The following table summarizes the effect of restructuring activities for the
nine months ended September 30, 2007:
Cash Liability at
(Dollars in Charges Payments or September 30,
thousands) Incurred Write-offs 2007
-------------- -------------- --------------
Employee-separation
costs $ 3,536 $ (744) $ 2,792
Asset-impairment
charges 1,997 (1,997) --
-------------- -------------- --------------
Total $ 5,533 $ (2,741) $ 2,792
============== ============== ==============
Truckload
In connection with the acquisition of CFI, as more fully discussed in Note 2,
"Acquisitions," Con-way in September 2007 integrated the Con-way Truckload
business unit with the CFI business unit. In connection with the
integration, Con-way closed the general office of Con-way Truckload and
incurred a $1.5 million third-quarter restructuring charge, primarily for
costs related to employee separation, lease termination and asset impairment.
Con-way estimates that it will recognize an additional $0.3 million
restructuring charge in the fourth quarter of 2007 and expects that the
Truckload reorganization will be substantially complete by the end of 2007.
4. 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, (3) the shut-down of Emery Worldwide Airlines, Inc.
("EWA") in December 2001, and (4) the spin-off of Consolidated Freightways
Corporation ("CFC") in December 1996. 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 for the nine-month periods of 2007 and
2006 are presented below. There were no results associated with discontinued
operations for the third quarters of 2007 and 2006.
Nine Months Ended
September 30,
--------------------------------------
(Dollars in thousands) 2007 2006
------------------ ------------------
Revenues
Con-way Forwarding $ -- $ 21,699
Loss from Discontinued Operations
Con-way Forwarding
Loss before income tax benefit -- (2,963)
Income tax benefit -- 1,034
------------------ ------------------
$ -- $ (1,929)
================== ==================
Gain (Loss) from Disposal, net of tax
Con-way Forwarding $ 156 $ (5,128)
MWF (33) 644
EWA 2,706 (200)
CFC (1,220) (166)
------------------ ------------------
$ 1,609 $ (4,850)
================== ==================
The assets and liabilities of discontinued operations are presented in the
consolidated balance sheets under the assets (or liabilities) of discontinued
operations. At September 30, 2007 and December 31, 2006, assets of
discontinued operations were $2.3 million and $1.9 million, respectively, and
liabilities of discontinued operations were $3.5 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 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 recognized a $5.1 million
second-quarter loss from disposal (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 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 agreed to a three-year non-
compete covenant that, subject to certain exceptions, limits Con-way's annual
air freight and ocean- forwarding and/or customs brokerage revenues to $175
million through December 19, 2007. Con-way 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 12,
"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 periods presented, results from EWA relate to adjustments of
loss estimates, except for a first-quarter net gain in 2007 of $2.9 million
(net of tax of $1.7 million) that relates to a recovery of prior losses.
EWA's estimated loss reserves declined to $2.6 million at September 30, 2007,
from $4.0 million at December 31, 2006, due primarily to the cash payment of
liabilities. EWA's remaining loss reserves at September 30, 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
EWA's 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.
CFC
The results of CFC relate to Con-way's spin-off of CFC to Con-way's
shareholders on December 2, 1996. In connection with the spin-off of CFC,
Con-way agreed to indemnify certain states, insurance companies and sureties
against the failure of CFC to pay certain workers' compensation, tax and
public liability claims that were pending as of September 30, 1996. In the
periods presented, Con-way's losses related to CFC were due to revisions of
estimated losses related to indemnified workers' compensation liabilities.
5. Sale of Unconsolidated Joint Venture
Vector SCM, LLC ("Vector") was a joint venture formed with General Motors
("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 were 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 included 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 September 30, 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
through at least March 31, 2008. Under these agreements, Menlo Logistics
reported revenue of $2.8 million in the third quarter and $8.4 million in the
first nine months of 2007, 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.
6. Segment Reporting
Con-way discloses segment information in the manner in which the business
units 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 the following five
operating segments:
* Freight. The Freight segment consists of the operating results of
the Con-way Freight business unit, which provides regional, inter-
regional, and transcontinental less-than-truckload freight services
throughout North America and Mexico. In 2006, the Freight segment
also included the operating results of Con-way Expedite, which was
sold in July 2006, and Con-way Brokerage, which was integrated into
Menlo Logistics in January 2007.
* Truckload. The Truckload segment includes the combined operating
results of the Con-way Truckload business unit and the recently
acquired CFI business unit. The combined businesses provide asset-
based full-truckload freight services throughout North America,
including services into and out of Mexico.
* Logistics. The Logistics segment consists of the operating results
of the Menlo Logistics business unit, which develops contract-
logistics solutions, including the management of complex distribution
networks and supply-chain engineering and consulting, and also
provides domestic truckload-brokerage services.
* Vector. Prior to its sale, the Vector reporting segment consisted of
Con-way's proportionate share of the net income from Vector, a joint
venture with GM. GM purchased Con-way's membership interest in
Vector in December 2006.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments, including results related to
corporate re-insurance activities and corporate properties.
Three Months Ended Nine Months Ended
(Dollars in thousands) September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues from External
Customers
Freight $ 740,769 $ 730,960 $2,165,381 $2,175,349
Truckload 51,991 2,622 54,228 5,274
Logistics 312,572 340,869 956,962 1,036,430
Other 5,961 2,356 10,630 5,798
----------- ----------- ----------- -----------
$1,111,293 $1,076,807 $3,187,201 $3,222,851
=========== =========== =========== ===========
Inter-segment Revenues
Freight $ 13,032 $ 11,303 $ 38,367 $ 56,984
Truckload 21,055 19,486 56,222 53,539
Logistics 64 -- 304 226
Other 4,234 24,417 21,071 71,582
----------- ----------- ----------- -----------
$ 38,385 $ 55,206 $ 115,964 $ 182,331
=========== =========== =========== ===========
Revenues before Inter-segment
Eliminations
Freight $ 753,801 $ 742,263 $2,203,748 $2,232,333
Truckload 73,046 22,108 110,450 58,813
Logistics 312,636 340,869 957,266 1,036,656
Other 10,195 26,773 31,701 77,380
Inter-segment Revenue
Eliminations (38,385) (55,206) (115,964) (182,331)
----------- ----------- ----------- -----------
$1,111,293 $1,076,807 $3,187,201 $3,222,851
=========== =========== =========== ===========
Operating Income (Loss)
Freight $ 60,029 $ 93,740 $ 186,412 $ 259,841
Truckload 2,975 1,398 6 3,704
Logistics 6,188 5,462 19,659 17,740
Vector -- 1,999 (2,699) 10,858
Other (1,510) (284) (2,402) (87)
----------- ----------- ----------- -----------
$ 67,682 $ 102,315 $ 200,976 $ 292,056
=========== =========== =========== ===========
7. Debt and Other Financing Arrangements
On August 23, 2007, Con-way acquired the outstanding common shares of CFI,
and on September 5, 2007, MW acquired the outstanding common shares of Cougar
Logistics, as more fully discussed in Note 2, "Acquisitions." In connection
with the acquisition of CFI, Con-way entered into a bridge-loan facility to
fund a portion of the purchase price and also assumed an additional $1.1
million of secured long-term debt. In connection with the acquisition of
Cougar Logistics, MW assumed $4.5 million of short-term borrowings, as more
fully discussed below.
Bridge-Loan Facility
On August 23, 2007, Con-way entered an agreement that established a $500.0
million bridge-loan facility. On that date, Con-way borrowed $425.0 million
under the bridge-loan facility to fund a portion of the purchase price of
CFI. Under the borrowing, the outstanding principal amount of $425.0 million
at September 30, 2007 is due in full on August 21, 2008. No further
borrowings are permitted under the terms of the agreement.
Borrowings under the bridge-loan facility bear interest at a rate based upon
the lead bank's base rate or Eurodollar rate plus a margin dependent on
either Con-way's senior debt credit ratings or a leverage ratio. The
interest rate as of September 30, 2007 was 5.54%. The credit facility is
guaranteed by certain of Con-way's material domestic subsidiaries and
contains two financial covenants: (i) a leverage ratio and (ii) a fixed
charge coverage ratio. There are also various restrictive covenants,
including limitations on (i) the incurrence of liens, (ii) consolidations,
mergers and asset sales, and (iii) the incurrence of additional subsidiary
indebtedness.
Assumed Subsidiary Debt
In connection with Con-way's acquisition of CFI on August 23, 2007, Con-way
assumed a $1.1 million promissory note that bears interest of 6.0% and is due
in full on December 31, 2009. At September 30, 2007, the full amount of $1.1
million remained outstanding under the note.
In connection with MW's acquisition of Cougar Logistics on September 5, 2007,
MW assumed short-term borrowings of $4.5 million, which were outstanding
under $23.5 million of unsecured credit facilities that are available for
cash borrowings, letters of credit and bank guarantees. On September 30,
2007, $4.5 million of short-term borrowings remained outstanding under these
foreign-currency facilities and, at that same date, $6.5 million of bank
guarantees and letters of credit were outstanding, leaving $12.5 million of
available capacity for additional bank guarantees, letters of credit or cash
borrowings, subject to compliance with certain restrictive covenants,
including limitations on the incurrence of liens. Borrowings under the
credit facilities are denominated in foreign currencies and bear variable
interest rates currently ranging from 2.99% to 3.40%. The credit facility
fees range from 0.5% to 1.25% on the amount of outstanding bank guarantees
and letters of credit.
8. 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, defined contribution retirement plans, 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 tables summarize the components of net periodic benefit expense
(income) for Con-way's defined benefit pension plans:
Qualified Pension Plans
------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- -----------
Service cost - benefits earned
during the period $ 27 $ 14,678 $ 82 $ 41,773
Interest cost on benefit
obligation 16,411 15,501 50,603 44,115
Expected return on plan assets (23,265) (18,978) (71,737) (54,011)
Net amortization and deferral (775) 2,165 (2,389) 6,162
----------- ----------- ----------- -----------
Net periodic benefit
expense (income) $ (7,602) $ 13,366 $ (23,441) $ 38,039
=========== =========== =========== ===========
Non-Qualified Pension Plans
------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- ----------
Service cost - benefits
earned during the period $ -- $ 215 $ -- $ 626
Interest cost on benefit
obligation 1,006 1,142 3,316 3,330
Net amortization and
deferral 476 604 1,571 1,763
----------- ----------- ----------- ----------
Net periodic benefit expense $ 1,482 $ 1,961 $ 4,887 $ 5,719
=========== =========== =========== ==========
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. In 2006, Con-way contributed $75.0
million to the Qualified Pension Plans, all of which was paid in the first
nine months.
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
increased 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 now makes 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 was $23.5 million and $67.6 million in the third quarter and first nine
months of 2007, respectively, compared to $4.4 million and $11.8 million in
the same periods of 2006. At September 30, 2007 and December 31, 2006, Con-
way had recognized accrued liabilities of $23.4 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 Nine Months
Ended Ended
September 30, September 30,
----------------- -----------------
(Dollars in thousands) 2007 2006 2007 2006
-------- -------- -------- --------
Service cost - benefits earned during
the period $ 690 $ 582 $ 2,100 $ 1,650
Interest cost on benefit obligation 1,733 1,800 5,271 5,101
Net amortization and deferral 610 618 1,851 1,754
-------- -------- -------- --------
Net periodic benefit expense $ 3,033 $ 3,000 $ 9,222 $ 8,505
======== ======== ======== ========
9. 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:
Three Months Ended Nine Months Ended
(Dollars in thousands) September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Net income $ 38,965 $ 64,778 $ 120,743 $ 181,944
Other comprehensive income
(loss):
Foreign currency
translation adjustment 112 (182) (123) 319
----------- ----------- ----------- -----------
Comprehensive income $ 39,077 $ 64,596 $ 120,620 $ 182,263
=========== =========== =========== ===========
10. 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 deemed appropriate through June 30, 2007. Under the program,
which concluded on June 29, 2007, Con-way repurchased common stock of $399.5
million.
11. 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 its officer-level 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.
PSPUs are subject to forfeiture if an award recipient leaves Con-way during
the three-year period. If the maximum performance criteria are attained,
award recipients may collectively earn up to 289,192 shares. The PSPUs were
awarded 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) September 30, 2007 September 30, 2006
----------------------------- -----------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- --------- --------- --------- --------- ---------
Salaries, wages
and other
employee
benefits $ 1,599 $ 1,080 $ 2,679 $ 1,566 $ 504 $ 2,070
Deferred income
tax benefit (607) (421) (1,028) (611) (196) (807)
--------- --------- --------- --------- --------- ---------
Net share-based
compensation
expense $ 992 $ 659 $ 1,651 $ 955 $ 308 $ 1,263
========= ========= ========= ========= ========= =========
(Dollars in Nine Months Ended Nine Months Ended
thousands) September 30, 2007 September 30, 2006
----------------------------- -----------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- --------- --------- --------- --------- ---------
Salaries, wages
and other
employee
benefits $ 4,955 $ 3,074 $ 8,029 $ 4,408 $ 1,147 $ 5,555
Deferred income
tax benefit (1,890) (1,199) (3,089) (1,719) (447) (2,166)
--------- --------- --------- --------- --------- ---------
Net share-based
compensation
expense $ 3,065 $ 1,875 $ 4,940 $ 2,689 $ 700 $ 3,389
========= ========= ========= ========= ========= =========
12. Income Taxes
Con-way's effective tax rate was 37.1% in the third quarter and first nine
months of 2007, respectively, and was 34.2% and 34.0% in the same respective
periods of last year. Excluding the effect of various discrete tax
adjustments, Con-way's third-quarter and year-to-date effective tax rate in
2007 was 37.3% and 37.5%, respectively, and in 2006, was 37.5% and 37.7%,
respectively. The discrete tax adjustments, which primarily affected the
prior-year periods, largely reflect the settlement of issues following
completion of an Internal Revenue Service ("IRS") audit.
Con-way reported an income tax liability of $10.7 million at September 30,
2007, and reported an income tax receivable of $31.5 million at December 31,
2006, due primarily to taxable income in the first nine months of 2007 and to
a $34.5 million federal income tax refund received in the first quarter of
2007, partially offset by periodic payments for estimated tax in the first
nine months of 2007.
Disposal-Related Capital Loss
Con-way's disposal of MWF in December 2004, as more fully discussed in Note
4, "Discontinued Operations," generated a capital loss for tax purposes.
Under current tax law, capital losses can only be used to offset capital
gains. Since Con-way did not forecast any significant taxable capital gains
in the five-year tax carry-forward period, 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 increased to $29.9 million at September 30, 2007 from $11.8 million
at December 31, 2006, due primarily to a second-quarter revision to MWF's tax
basis, which Con-way initially estimated at the time of MWF's disposal.
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. Tax positions shall be
recognized in the financial statements only when 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.
It 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. As of the adoption date, Con-way estimated that $5.4 million of the
unrecognized tax benefits, if recognized, would change the effective tax
rate.
At September 30, 2007, Con-way's estimate of gross tax-affected unrecognized
tax benefits increased to $13.0 million (including $3.1 million of accrued
interest and penalties), due primarily to liabilities assumed in connection
with Con-way's acquisition of CFI, partially offset by the effect of
settlements following completion of an IRS audit. At September 30, 2007,
Con-way estimated that $8.5 million of the unrecognized tax benefits, if
recognized, would change the effective tax rate. In the next 12 months, Con-
way does not expect a significant increase or decrease to its 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 examinations for years before 2003, and is no longer
subject to state, local, and foreign income-tax examinations for years before
1999. However, certain years remain subject to examination in the relevant
jurisdictions, including the years from 2003 to 2006 for U.S. federal income
taxes and the years from 1999 to 2006 for state, local and foreign income
taxes. Where no tax return has been filed, no statute of limitations
applies. Accordingly, if a tax jurisdiction reaches a conclusion that a
filing requirement does exist, then additional years may be reviewed by the
tax authority.
13. Commitments and Contingencies
Purchase Commitments
At September 30, 2007, Con-way had entered into purchase commitments to
acquire $19.2 million of revenue equipment and other equipment for
delivery in 2007.
Con-way has entered into fuel purchase commitments with certain diesel fuel
vendors. Under these commitments, Con-way has agreed to purchase, at market
prices, a specified volume of fuel to be delivered ratably over the contract
period, which expires in July 2008. At September 30, 2007, Con-way estimates
that it will purchase approximately $110 million of diesel fuel under these
commitments, which represent only a portion of Con-way's fuel needs during
the contract period.
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
--------------------
Con-way provides transportation, logistics and supply-chain management
services for a wide range of manufacturing, industrial and retail customers.
Con-way's principal business units operate in regional and transcontinental
less-than-truckload and full-truckload freight transportation, truckload
brokerage, global logistics management, and trailer manufacturing. For
financial reporting purposes, Con-way is divided into five reporting
segments:
* Freight. The Freight segment consists of the operating results of
the Con-way Freight business unit, which provides regional, inter-
regional, and transcontinental less-than-truckload freight services
throughout North America and Mexico. In 2006, the Freight segment
also included the operating results of Con-way Expedite, which was
sold in July 2006, and Con-way Brokerage, which was integrated into
Menlo Logistics in January 2007.
* Truckload. The Truckload segment includes the combined operating
results of the Con-way Truckload business unit and the recently
acquired CFI business unit. The combined businesses provide asset-
based full-truckload freight services throughout North America,
including services into and out of Mexico.
* Logistics. The Logistics segment consists of the operating results
of the Menlo Logistics business unit, which develops contract-
logistics solutions, including the management of complex distribution
networks and supply-chain engineering and consulting, and also
provides domestic truckload-brokerage services.
* Vector. Prior to its sale, the Vector reporting segment consisted of
Con-way's proportionate share of the net income from Vector, a joint
venture with GM. GM purchased Con-way's membership interest in
Vector in December 2006.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments, including results related to
corporate re-insurance activities and corporate properties.
Con-way's primary business-unit results generally depend on the number,
weight and distance of shipments transported, the prices received on those
shipments or services, 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 transports shipments utilizing a network of freight service
centers combined with a fleet of company-operated line-haul and pickup-and-
delivery tractors and trailers. CFI and Con-way Truckload transport
shipments using a fleet of company-operated and contractor-operated long-haul
tractors and trailers. Menlo 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 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.
Continuing Operations
(Dollars in thousands except Three Months Ended Nine Months Ended
per share amounts) September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues $1,111,293 $1,076,807 $3,187,201 $3,222,851
=========== =========== =========== ===========
Operating income $ 67,682 $ 102,315 $ 200,976 $ 292,056
Other expense 5,756 3,873 11,585 6,060
----------- ----------- ----------- -----------
Income from continuing
operations before
income taxes 61,926 98,442 189,391 285,996
Income tax provision 22,961 33,664 70,257 97,273
----------- ----------- ----------- -----------
Income from continuing
operations 38,965 64,778 119,134 188,723
Preferred stock dividends 1,693 1,748 5,172 5,319
----------- ----------- ----------- -----------
Net income from continuing
operations available to
common shareholders $ 37,272 $ 63,030 $ 113,962 $ 183,404
=========== =========== =========== ===========
Diluted earnings per share $ 0.78 $ 1.24 $ 2.37 $ 3.47
Operating margin 6.1% 9.5% 6.3% 9.1%
Effective tax rate 37.1% 34.2% 37.1% 34.0%
Con-way's consolidated revenue for the third quarter increased 3.2% from the
same period last year due primarily to the acquisition of CFI on August 23,
2007 and to a 1.3% increase at Freight, partially offset by an 8.3% decline
at Logistics. Excluding the acquisition of CFI, Con-way's third-quarter
revenue decreased by 1.6%. Con-way's consolidated revenue for the first nine
months of 2007 decreased 1.1% due to a 7.7% decline at Logistics and a 0.5%
decline at Freight, partially offset by the acquisition-related increase in
revenue at Truckload. Although revenues at Logistics declined, net revenue
(revenue less purchased transportation costs) increased. Despite decreases
in carrier-management revenue in the third quarter and first nine months of
2007, Logistics achieved growth in net revenue from carrier-management
services as declines in purchased transportation costs more than offset the
declines in carrier-management revenue. Revenues at the Freight segment in
2007 for the three- and nine-month period reflect increased revenue from the
Con-way Freight business unit, which in the three-month period was partially
offset by lower revenue from the former Con-way Expedite and Brokerage
business unit, and in the nine-month period, was more than offset by the
revenue decline from Con-way Expedite and Brokerage.
In the third quarter and first nine months of 2007, consolidated operating
income decreased 33.8% and 31.2%, respectively, from the same periods last
year due largely to lower operating income from the Freight reporting segment
and from Vector. In the third quarter and first nine months of 2007,
operating income at Freight decreased 36.0% and 28.3%, respectively, due
primarily to a higher-volume, lower-yield mix of revenue and to higher
employee costs. Lower operating income from Vector reflects its sale, which
was recognized in December 2006, as more fully discussed in Note 5, "Sale of
Unconsolidated Joint Venture," of Item 1, "Financial Statements." In the
first nine months of 2007, operating income included a $2.7 million first-
quarter loss for the write-off of a receivable related to the Vector sale,
while the third quarter and first nine months of 2006 included pre-sale
operating income from Vector of $2.0 million and $10.9 million, respectively.
Under Con-way's re-branding initiative announced in April 2006, Con-way has
recognized expense of $10.5 million, including $3.2 million and $8.8 million
in the third quarter and first nine months of 2007, respectively, primarily
for the conversion of Con-way Freight trailers to the new Con-way graphic
identity and for new uniforms. Under current estimates, Con-way expects to
recognize $3.5 million of additional re-branding expenses in the remainder of
2007 and an estimated $10 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 Con-way Freight's tractors and trailers.
As more fully discussed in Note 3, "Restructuring Activities," of Item 1,
"Financial Statements," Con-way incurred $7.0 million in third-quarter
expense related to its reorganization initiative at Con-way Freight and to
the closure of the Con-way Truckload general office.
Non-operating expenses increased $1.9 million in the third quarter of 2007
and $5.5 million in the first nine months of 2007 due primarily to an
increase in interest expense, which increased $1.8 million and $2.7 million
in the third quarter and first nine months of 2007, respectively. Other non-
operating expense was also affected by a decrease in investment income of
$0.3 million in the third quarter and $2.6 million in the first nine months
of 2007. Variations in interest expense and interest income were due in part
to the acquisition of CFI on August 23, 2007, which was financed with
existing cash resources and proceeds from new debt financing.
Con-way's third-quarter and year-to-date effective tax rates in 2007 were
37.1%, compared to 34.2% and 34.0%, respectively, in 2006. Excluding the
effect of various discrete tax adjustments, Con-way's third-quarter and year-
to-date effective tax rates in 2007 were 37.3% and 37.5%, respectively, and
in 2006, were 37.5% and 37.7%, respectively. The discrete tax adjustments,
which primarily affected the prior-year periods, largely reflect the
settlement of issues following completion of an Internal Revenue Service
audit.
Con-way's net income from continuing operations available to common
shareholders in the third quarter and first nine months of 2007 decreased
40.9% and 37.9%, respectively, reflecting lower operating income, higher non-
operating expenses, and an increase in the effective tax rate. Con-way's
diluted earnings per share from continuing operations in the same periods of
2007 decreased 37.1% and 31.7%, respectively, as lower net income was
partially offset by the accretive effect of Con-way's share repurchase
program, which concluded on June 29, 2007. Primarily as the result of share
repurchases, Con-way's average diluted shares outstanding declined to 48.0
million shares in the third quarter of 2007 from 50.9 million shares in the
same period of 2006, and in the first nine months, declined to 48.5 million
shares in 2007 from 53.1 million shares in 2006.
Reporting Segment Review
Freight
The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Freight reporting
segment:
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Summary of Segment Operating
Results
Revenues $ 740,769 $ 730,960 $2,165,381 $2,175,349
Operating Income 60,029 93,740 186,412 259,841
Operating Margin 8.1% 12.8% 8.6% 11.9%
2007 vs. 2006 2007 vs. 2006
------------- -------------
Selected Con-way Freight
Operating Statistics
Revenue per day +2.2% +0.7%
Weight per day +5.1 +2.4
Revenue per hundredweight
("yield") -2.8 -1.7
Shipments per day
("volume") +6.7 +3.5
Weight per shipment -1.5 -1.1
The Freight segment's revenues in the third quarter of 2007 increased 1.3%
over the same period of 2006 and, in the first nine months, decreased 0.5%
from the same prior-year period. Revenues in 2007 include increases at Con-
way Freight and declines due to the sale of the expedited-shipping portion of
its former Con-way Expedite and Brokerage business in July 2006 and to the
integration of the remaining truckload-brokerage operation into Menlo
Logistics in January 2007. Revenue per day for Con-way Freight increased
2.2% in the third quarter on a 5.1% increase in weight per day partially
offset by a 2.8% decline in yield. In the first nine months of 2007, revenue
per day at Con-way Freight rose 0.7% on a 2.4% increase in weight per day
partially offset by a 1.7% decline in yield. In the third quarter, the 5.1%
increase in weight per day was achieved through a 6.7% increase in shipments
per day, partially offset by a 1.5% decline in weight per shipment. Weight
per day in the first nine months of 2007 increased 2.4% on a 3.5% increase in
shipments per day, partially offset by a 1.1% decrease in weight per
shipment. The increase in the weight per day and volume of freight
transported was achieved despite an increasingly price-sensitive and
competitive freight market, due in part to targeted sales initiatives.
Yields declined in 2007 due primarily to lower pricing associated with new
business generated under Con-way's sales initiatives and to an increasingly
price-sensitive and competitive freight market that required defensive
pricing for certain customer relationships. In the third quarter and first
nine months of 2007, Con-way's recent sales initiatives contributed to
increased business levels from large customers who typically command lower
rates on a higher quantity of freight.
Like other LTL carriers, Con-way Freight assesses many of its customers with
a fuel surcharge. The fuel surcharge is intended to compensate Con-way
Freight for the adverse effects of higher fuel costs and fuel-related
increases in purchased transportation. 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." In the third quarter,
Con-way Freight's fuel-surcharge revenue in 2007 decreased 2.6% from 2006,
and in the nine-month period, fuel-surcharge revenue in 2007 decreased 1.1%
from 2006. Excluding fuel surcharges, yields decreased 1.9% and 1.4% in the
third quarter and first nine months of 2007, respectively.
Freight's operating income in the third quarter and first nine months of 2007
decreased 36.0% and 28.3%, respectively, due primarily to a higher-volume,
lower-yield mix of revenue, which required increased freight handling. Due
largely to the change in the mix of revenue, employee costs in the third
quarter and first nine months of 2007 increased 8.1% and 4.6%, respectively,
from the same periods in 2006. Base compensation in the third quarter and
first nine months of 2007 rose 8.6% and 5.5%, respectively, reflecting
additional freight-handling requirements, wage and salary rate increases, and
an increase in driver count during the period in response to increases in
actual and anticipated freight volumes. Employee benefits expense increased
6.5% in the third quarter of 2007 due primarily to higher payroll taxes and
increases in the costs for paid time off, partially offset by a decline in
sick-pay expense. Variations in expenses for paid time off and sick pay were
due in part to a conversion from a sick-pay benefit to a paid-time-off
benefit. In the first nine months of 2007, employee benefits expense
increased 4.3% due largely to higher self-insurance expense for health-care
benefits, higher payroll taxes, and to increases in the costs for paid time
off, partially offset by lower costs associated with workers' compensation
claims and sick pay. In the third quarter of 2007, incentive compensation
increased $3.6 million or 40.8% and, in the first nine months of 2007,
increased $1.3 million or 4.2% based on variations in performance measures
relative to incentive-plan targets.
Expenses for fuel, oil and fuel taxes in the third quarter of 2007 increased
6.4% from 2006 and, in the nine-month period of 2007, increased 3.1% from
2006. During the same comparative periods, purchased transportation expense
decreased 2.7% and 11.5%, respectively, as fuel-related increases were more
than offset by the effect of lower transportation requirements following the
sale of the expedited-shipping portion of the former Con-way Expedite and
Brokerage business in July 2006.
Depreciation expense in the third quarter and first nine months of 2007
increased 4.4% and 4.9% from the third quarter and first nine months of 2006,
due primarily to volume-related increases in revenue equipment. Operating
income was also negatively affected by increases in vehicular self-insurance
expense and costs incurred under Con-way's re-branding initiative and its
operational restructuring, which combines its three regional operating
companies into one centralized operation. Vehicular self-insurance expense
increased 22.4% and 52.4% in the third quarter and first nine months of 2007
due to increased claims experience, including an $8.0 million loss related to
a significant claim in the second quarter of 2007. Under Con-way's re-
branding initiative announced in April 2006, Con-way Freight incurred $3.2
million and $8.8 million of costs in the third quarter and first nine months
of 2007, respectively, compared to $0.1 million and $0.4 million in the third
quarter and first nine months of 2006, respectively. The re-branding costs
were for expenses related primarily to the conversion of trailers to the new
Con-way graphic identity and to new uniforms. As more fully discussed in
Note 3, "Restructuring Activities," of Item 1, "Financial Statements," Con-
way Freight incurred $5.5 million in third-quarter expense related to its
operational restructuring announced in August 2007.
Comparative operating results for the Freight segment reflect the sale of the
expedited-shipping portion of its former Con-way Expedite and Brokerage
business in July 2006. In connection with the sale, Con-way recognized a
$6.2 million third-quarter gain in 2006.
Truckload
Following the acquisition of CFI, the operating results of CFI are reported
with the operating results of the Con-way Truckload business unit in the
Truckload reporting segment. Accordingly, the Truckload reporting segment
for the third quarter and first nine months of 2007 and 2006 includes the
results of the Con-way Truckload business unit for all of those periods, but
only includes the operating results of CFI from August 23, 2007 through
September 30, 2007.
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Summary of Segment Operating
Results
Revenues
CFI $ 51,280 $ -- $ 51,280 $ --
Con-way Truckload 711 2,622 2,948 5,274
----------- ----------- ----------- -----------
Total $ 51,991 $ 2,622 $ 54,228 $ 5,274
=========== =========== =========== ===========
Operating Income (Loss)
CFI $ 7,693 $ -- $ 7,693 $ --
Con-way Truckload (4,718) 1,398 (7,687) 3,704
----------- ----------- ----------- -----------
Total $ 2,975 $ 1,398 $ 6 $ 3,704
=========== =========== =========== ===========
Increased revenue at the Truckload reporting segment was substantially due to
the acquisition of CFI. As a result of the acquisition, the third quarter of
2007 included CFI revenue in 26 of 63 working days and the first nine months
of 2007 included CFI revenue in 26 of 191 working days. In all periods
presented, segment revenue is reported after the elimination of revenue
recognized for truckload services provided by CFI and Con-way Truckload to
Con-way Freight and Menlo Logistics. Accordingly, CFI revenue in the third
quarter and first nine months of 2007 is reported net of $9.5 million of
inter-segment revenue. In the same periods of 2007 and 2006, Con-way
Truckload revenue is reported net of inter-segment revenue of $11.5 million
and $46.7 million, respectively, and $19.5 million and $53.5 million,
respectively.
Operating results for the Truckload segment also reflect the acquisition of
CFI. Subsequent to its acquisition on August 23, 2007, CFI reported
operating income of $7.7 million while Con-way Truckload in the third quarter
and first nine months of 2007 reported operating losses of $4.7 million and
$7.7 million, respectively, which were due in part to productivity declines
following Con-way's announcement of the CFI acquisition on July 13, 2007 and
to $1.5 million of third-quarter costs incurred in the integration of the
Con-way Truckload business unit with the CFI business unit, as more fully
discussed in Note 3, "Restructuring Activities," of Item 1, "Financial
Statements."
Logistics
The table below compares operating results and operating margins of the
Logistics reporting segment. The table summarizes Menlo Logistics' gross
revenues as well as net revenues (revenues less purchased transportation
expenses). Carrier-management revenue is attributable to contracts for which
Menlo Logistics manages the transportation of freight but subcontracts the
actual transportation and delivery of products to third parties, which Menlo
Logistics refers to as purchased transportation. Menlo 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
Menlo Logistics for transporting the shipments.
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Summary of Segment Operating
Results
Revenues $ 312,572 $ 340,869 $ 956,962 $1,036,430
Purchased Transportation (203,015) (241,097) (637,371) (745,687)
----------- ----------- ----------- -----------
Net Revenues 109,557 99,772 319,591 290,743
Operating Income 6,188 5,462 19,659 17,740
Operating Margin on Revenue 2.0% 1.6% 2.1% 1.7%
Operating Margin on Net
Revenue 5.6% 5.5% 6.2% 6.1%
Logistics' revenue in the third quarter and first nine months of 2007
decreased 8.3% and 7.7%, respectively, due principally to decreases in
carrier-management services, partially offset by increases in warehouse-
management services. In 2007, revenue from carrier-management services in
the third quarter and first nine months decreased 12.8% and 12.5%,
respectively, while revenue from warehouse-management services rose 3.7% and
6.4%, respectively.
Logistics' net revenue in the third quarter and first nine months of 2007
increased 9.8% and 9.9%, respectively, due primarily to increases in net
revenue from both carrier-management and warehouse-management services.
Despite decreases in carrier-management revenue in the third quarter and
first nine months of 2007, Logistics achieved growth in net revenue from
carrier-management services as declines in purchased transportation costs
more than offset the declines in carrier-management revenue. In the third
quarter and first nine months of 2007, purchased transportation costs
decreased 15.8% and 14.5%, respectively, due primarily to decreases in
carrier-management volumes and lower carrier rates.
Logistics' operating income in the third quarter and first nine months of
2007 increased 13.3% and 10.8%, respectively, over the same periods of last
year. Operating margins were positively impacted by income from information-
technology services provided to GM, as more fully discussed in Note 5, "Sale
of Unconsolidated Joint Venture," of Item 1, "Financial Statements." Higher
operating income in 2007 also reflects a decline in costs incurred during a
contract-bid process. In connection with this contract, as more fully
discussed below, Logistics incurred $1.0 million of costs in the third
quarter of last year. Excluding the items discussed above, operating margins
in the third quarter and first nine months of 2007 declined, as higher net
revenue from carrier-management and warehouse-management services was more
than offset by increases in employee costs and allocated corporate costs, and
from higher expenses for rent and supplies.
Employee costs in the third quarter and first nine months of 2007 increased
15.5% and 11.9% respectively, which reflect increases in headcount, employee
benefits, and wage and salary rate increases. Headcount increases were due
in part to growth in warehouse-management services. Employee benefits
expense increased 22.9% and 19.4% in the third quarter and first nine months
of 2007, respectively, due principally from higher self-insurance expense for
health-care benefits, increased costs for post-employment benefits, and
increased costs for paid time off. The cost of health-care benefits in the
first nine months of 2007 was significantly affected by a single large first-
quarter claim. Excluding the unusually large first-quarter claim, health-
care expenses in both the third quarter and first nine months of 2007 were
adversely affected by higher overall claims activity, due to an increase in
the cost per claim and in the number of claims.
Corporate administrative costs allocated to the Logistics segment in the
third quarter and first nine months of 2007 increased by $2.6 million and
$8.8 million, respectively, due primarily to the allocation of costs
associated with corporate information-technology personnel who were retained
by Con-way following the sale of Vector to GM in December 2006. The
associated costs of these employees are allocated to Vector prior to its
sale, but were allocated to Logistics subsequent to the sale. The retained
employees were utilized in providing information-technology services to GM,
as described above, and also to provide services on other Menlo Logistics'
information-technology initiatives.
Rent expense increased 16.1% and 13.5% in the third quarter and first nine
months of 2007, respectively, as a result of new warehouse customer space
requirements as well as facilities expansion with existing customers.
Supplies expense increased 2.3% and 13.8% in the third quarter and first nine
months of 2007, respectively, due to existing and new warehouse customer
service requirements.
At the conclusion in August 2007 of a lengthy preparation and selection
process, the Department of Defense U.S. Transportation Command ("DODTC")
selected Menlo Logistics as the primary contractor for the Defense
Transportation Coordination Initiative ("DTCI"), a logistics program directed
by the DODTC to streamline and improve domestic transportation and
distribution operations. Under the contract, Menlo Logistics will be
responsible for deploying and operating an integrated logistics solution for
shipment planning and optimization, shipment execution and overall
transportation management for Department of Defense ("DOD") shipments moving
into and among DOD facilities in the contiguous United States. The contract,
which has a potential seven-year life cycle, has a three-year base period
with an estimated $525 million in transportation spend. Implementation of
the initiative, which is expected to be rolled out in three phases over a 25-
month period, was delayed briefly by a protest filed by a competitor;
however, the protest was subsequently withdrawn in October 2007.
As more fully discussed in Note 2, "Acquisitions," of Item 1, "Financial
Statements," Menlo Worldwide, LLC acquired Cougar Logistics on September 5,
2007, and on October 18, 2007, acquired Chic Logistics. The acquisitions did
not have a material effect on Logistics' revenues or operating income in the
periods presented.
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 2007, segment results reported from Con-way's equity investment in Vector
included a $2.7 million first-quarter loss compared to income of $2.0 million
and $10.9 million in the third quarter and first nine months of 2006,
respectively. 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 5, "Sale of
Unconsolidated Joint Venture," of Item 1, "Financial Statements."
Other
The Other reporting segment consists of the operating results of Road
Systems, a trailer manufacturer, and certain corporate activities for which
the related income or expense has not been allocated to other reporting
segments, including results related to corporate re-insurance activities and
corporate properties. Operating losses from corporate properties in 2007
reflect a $0.6 million third-quarter loss for environmental remediation of an
unused corporate property. The table below summarizes the operating results
for the Other reporting segment:
(Dollars in thousands) Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues
Road Systems $ 5,961 $ 2,356 $ 10,630 $ 5,798
Operating Income (Loss)
Road Systems $ (171) $ 386 $ 618 $ 1,058
Con-way re-insurance
activities (354) (238) (1,601) (860)
Con-way corporate
properties (1,015) (426) (1,740) (1,314)
Sales of non-operating
assets -- -- -- 1,260
Other 30 (6) 321 (231)
----------- ----------- ----------- -----------
$ (1,510) $ (284) $ (2,402) $ (87)
=========== =========== =========== ===========
Discontinued Operations
Net income available to common shareholders in the periods presented includes
the results of discontinued operations, which relate to the closure of Con-
way Forwarding, the sale of MWF, the shut-down of EWA, and the spin-off of
CFC, as more fully discussed in Note 4, "Discontinued Operations," of Item 1,
"Financial Statements." Results of discontinued operations for the nine-
month periods of 2007 and 2006 are presented below. There were no results
associated with discontinued operations for the third quarter of 2007 and
2006.
(Dollars in thousands except per share Nine Months Ended
amounts) September 30,
-------------------------------
2007 2006
--------------- --------------
Discontinued Operations, net of tax
Loss from Discontinued Operations $ -- $ (1,929)
Gain (Loss) from Disposal 1,609 (4,850)
--------------- --------------
$ 1,609 $ (6,779)
Earnings (Loss) per share - Diluted
Loss from Discontinued Operations $ -- $ (0.04)
Gain (Loss) from Disposal 0.03 (0.09)
--------------- --------------
$ 0.03 $ (0.13)
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents declined to $181.4 million at September 30, 2007
from $260.0 million at December 31, 2006, as $712.1 million used in investing
activities exceeded $327.8 million provided by operating activities and
$302.4 million provided by financing activities. Cash used by investing
activities primarily reflects the acquisitions of CFI and Cougar Logistics in
the third quarter of 2007. In the first nine months of 2007, cash provided
by financing activities primarily reflects $425.0 million borrowed under a
bridge-loan facility in August 2007 to fund a portion of the purchase price
of CFI. 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, the shut-down of EWA, and the spin-off
of CFC, as more fully discussed in Note 4, "Discontinued Operations," of Item
1, "Financial Statements."
Nine Months Ended
(Dollars in thousands) September 30,
--------------------------
2007 2006
------------ ------------
Operating Activities
Net income $ 120,743 $ 181,944
Discontinued operations (1,609) 6,779
Non-cash adjustments (1) 145,601 117,701
------------ ------------
Net income before non-cash items 264,735 306,424
Changes in assets and liabilities 63,070 43,822
Net Cash Provided by Operating Activities 327,805 350,246
------------ ------------
Net Cash Used in Investing Activities (712,124) (217,767)
------------ ------------
Net Cash Provided by (Used in) Financing
Activities 302,387 (330,121)
------------ ------------
Net Cash Used in Continuing Operations (81,932) (197,642)
Net Cash Provided by (Used in) Discontinued
Operations 3,342 (23,398)
------------ ------------
Decrease in Cash and Cash Equivalents $ (78,590) $ (221,040)
============ ============
(1) "Non-cash adjustments" refer to depreciation, amortization,
deferred income taxes, provision for uncollectible accounts,
equity-method income or loss, and other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first nine months of 2007 was
$327.8 million, a $22.4 million decrease from the first nine months of 2006,
due to a decrease in net income before non-cash items, partially offset by an
increase in cash provided by changes in assets and liabilities. In the first
nine months of 2007, receivables used $27.6 million, compared to $25.9
million provided in the same prior-year period.
Cash provided by changes in accrued income taxes increased to $41.0 million
in the first nine months of 2007 from $8.9 million in the same prior-year
period, due primarily to tax refunds received in March 2007.
Employee benefits used $9.3 million in the first nine months of 2007 compared
to $40.2 million used in the same period of 2006. As a result of 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 8, "Employee Benefit Plans," of Item
1, "Financial Statements."
Cash provided by deferred charges and credits decreased to $1.9 million in
the first nine months of 2007 from $13.7 million provided in the same period
of 2006, primarily due to the sale of Con-way's membership interest in
Vector. In the first nine months of 2006, cash provided by deferred charges
and credits reflects variations in Con-way's affiliate payable to Vector.
Investing Activities
Cash used in investing activities increased to $712.1 million in the first
nine months of 2007 from $217.8 million used in the first nine months of 2006
due primarily to $739.5 million used to purchase CFI and $28.2 million used
to purchase Cougar Logistics in the third quarter of 2007. As more fully
discussed in Note 2, "Acquisitions," of Item 1, "Financial Statements," Con-
way completed the acquisitions of CFI and Cougar Logistics in August 2007 and
September 2007, respectively.
The increase in cash used for acquisitions was partially offset by a decline
in capital expenditures, an increase in cash provided from the conversion of
marketable securities, proceeds received from the sale of Con-way's
membership interest in Vector, and an increase in proceeds from the sale of
properties and equipment. Capital expenditures in the first nine months of
2007 decreased $149.7 million from the same prior-year period due primarily
to fewer tractor and trailer expenditures at the Freight and Truckload
segments. The prior year included an above-average number of tractors
acquired in advance of new governmental emission standards. Cash provided by
declines in marketable securities increased $69.1 million due primarily to
the conversion in August 2007 of marketable securities into cash to fund a
portion of the purchase price of CFI. The first nine months of 2007 include
$51.9 million of proceeds received in January 2007 from the sale of Con-way's
membership interest in Vector, while the same period of 2006 includes $8.0
million of proceeds received from the sale of the expedited-shipping portion
of the former Con-way Expedite and Brokerage business in the third quarter of
2006. Proceeds from the sale of properties and equipment increased $11.4
million in the first nine months of 2007 compared to the same period of 2006
due primarily to the sale of Con-way Truckload tractors.
Financing Activities
Financing activities provided cash of $302.4 million in the first nine months
of 2007 compared to $330.1 million used in the same period of 2006. In
August 2007, Con-way borrowed $425.0 million under a bridge-loan facility to
fund a portion of the purchase price of CFI. Financing activities also
reflect a decline in common stock repurchases made under Con-way's repurchase
program. Under the program, common stock repurchases fell to $89.9 million in
the first nine months of 2007 from $305.9 million in the first nine months of
2006. The repurchase program concluded on June 29, 2007 and no additional
authorizations have been made under the program. In both periods presented,
financing activities 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
September 30, 2007, no borrowings were outstanding under Con-way's revolving
credit facility and $216.5 million of letters of credit were outstanding,
leaving $183.5 million of available capacity for additional letters of credit
or cash borrowings, subject to compliance with financial covenants and other
customary conditions to borrowing. Including credit facilities assumed in
connection with MW's acquisition of Cougar Logistics, Con-way had other
uncommitted unsecured credit facilities totaling $63.5 million. Under these
facilities, $4.5 million of short-term borrowings remained outstanding, and a
total of $21.6 million of letters of credit, bank guarantees, and overdraft
facilities were outstanding at September 30, 2007.
See "- Forward-Looking Statements" below; Item 1A, "Risk Factors" of Part II,
"Other Information;" 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 nine months of 2007, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business, except for Con-way's borrowings under the bridge-loan facility and
entry into purchase commitments, as more fully discussed in Note 7, "Debt,"
and Note 13, "Commitments and Contingencies," respectively, of Item 1,
"Financial Statements."
As discussed in Item 1A, "Risk Factors" of Part II, "Other Information" in
Con-way's 2006 Annual Report on Form 10-K, Con-way's primary business unit is
capital intensive and makes significant investments in revenue equipment and
service centers. Like Con-way Freight, the newly acquired CFI business unit
requires investments in revenue equipment, which depend on the ability to
generate cash flow from operations and access to debt and equity markets. In
2007, Con-way anticipates capital and software expenditures of approximately
$150.0 million or approximately $48.0 million of additional expenditures in
the fourth quarter of 2007. Con-way's estimate for capital expenditures
primarily includes acquisitions of additional tractor and trailer equipment,
land, and development of new and existing facilities. 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
On October 18, 2007, MW completed the acquisition of Chic Logistics, as more
fully discussed in Note 2, "Acquisitions," of Item 1, "Financial Statements."
The $60.0 million purchase price was funded with existing cash resources.
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 September 30, 2007, 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
* Acquisitions
* Disposition and Restructuring Activities
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
Con-way's acquisition of CFI and Cougar Logistics in the third quarter of
2007 requires management to make significant judgments and estimates, as more
fully discussed below. Also, the current-year adoption of new accounting
pronouncements resulted in changes to the accounting policies and estimation
techniques, as more fully discussed below. Except for the effect of recent
acquisitions and the current-year adoption of recent accounting
pronouncements, there have been no significant changes to the critical
accounting policies and estimates disclosed in Con-way's 2006 Annual Report
on Form 10-K.
Acquisitions
Con-way's accounting for the acquisition of CFI and Cougar Logistics requires
various judgments and estimates, including but not limited to, purchase-
method accounting estimates related to the fair value of assets acquired and
liabilities assumed and the estimated useful lives of acquired property and
equipment, internal-use software, and identifiable intangible assets.
Estimates of the fair value of assets acquired are based on various valuation
techniques, with a market-based approach applied to acquired property and
equipment, an income-based approach applied to identifiable intangible assets
and a cost-based approach applied to internal-use software. In the case of
CFI, the current and deferred income-tax effects associated with assets
acquired and liabilities assumed have been estimated based on Con-way's
status as a "C" corporation rather than CFI's previous status as a
"Subchapter S" corporation. Generally, all other assets acquired and
liabilities assumed have been recorded at carrying value, which approximates
fair value.
The excess of the acquired entity's purchase price over the amounts assigned
to assets acquired (including identified intangible assets) and liabilities
assumed is recorded as goodwill. Goodwill is not amortized but is tested for
impairment on an annual basis, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. The assessment
requires the comparison of the fair value of a reporting unit to the carrying
value of its net assets, including allocated goodwill. If the carrying value
of the reporting unit exceeds its fair value, Con-way must then compare the
implied fair value of reporting-unit goodwill with the carrying amount of
that goodwill. If the carrying amount of reporting-unit goodwill exceeds the
implied fair value of that goodwill, an impairment loss is recognized in an
amount equal to that excess.
The amounts that Con-way has recorded for goodwill and other identifiable
intangible assets represent fair values, which were primarily determined by
an income-based valuation approach. The estimates and assumptions used in
the initial valuation of goodwill and identifiable intangible assets include,
but are not limited to: the future expected cash flows from sales, customer
contracts, and trademarks; growth opportunities; the retention of key
employees; and integration costs. These estimates and assumptions may be
incomplete or inaccurate because unanticipated events and circumstances may
occur. If estimates and assumptions used to initially value goodwill and
identifiable intangible assets prove to be inaccurate, ongoing reviews of the
carrying values of such goodwill and intangible assets, as discussed above,
may result in an impairment loss in the period in which Con-way identifies
the impairment. Changes in assumptions and estimates related to acquisitions
could have a material effect on Con-way's financial condition or results of
operations.
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 nine months ended September 30, 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 the 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
12, "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;
* 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 regarding the acquisition of CFI and related financing;
and
* 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, changes in fuel prices or fuel surcharges, and the
effect of recently-filed litigation alleging that Con-way engaged in
price-fixing of fuel surcharges in violation of Federal antitrust laws;
* 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 goodwill, intangible assets, and other
long-lived assets;
* the possibility of defaults under Con-way's $400 million credit
agreement, $500 million bridge credit agreement, other debt instruments,
and the possibility that Con-way may be unable to refinance its
borrowings under the bridge credit agreement with long-term debt;
* 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;
* matters relating to the acquisitions of CFI and Cougar Logistics
(including, without limitation risks relating to the financing,
integration risks and risks that acquisition synergies are not
realized); and
* matters relating to Con-way's defined benefit and defined 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 13,
"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 September 30, 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's business units are 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's
business units in the Freight and Truckload reporting segments are subject to
the risk of price fluctuations. Like other 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. In periods of rising fuel prices, the fuel surcharge typically
increases Con-way Freight's yields and revenue, and Con-way Freight generally
recovers more than the cost of higher fuel 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 Freight'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.
Other than as described below, 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.
Con-way acquired CFI on August 23, 2007. CFI was not previously required to
maintain disclosure controls and procedures, or maintain, document and assess
internal control over financial reporting, as required under the rules and
regulation of the Securities and Exchange Commission. Con-way will review
CFI's procedures and controls and may make additional changes in those
controls in the future. Con-way excluded CFI from it assessment of the
effectiveness of internal control over financial reporting as of September
30, 2007.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Certain legal proceedings of Con-way are also discussed in Note 4,
"Discontinued Operations," and Note 13, "Commitments and Contingencies," of
Part 1 Item 1, "Financial Statements."
Con-way, along with 11 other companies engaged in the LTL trucking business,
has been named as a defendant in a purported class-action lawsuit filed on
July 30, 2007 in the United States District Court for the Southern District
of California. The named plaintiffs, Farm Water Technological Services Inc.
d/b/a Water Tech. and C.B.J.T. d/b/a Agricultural Supply, allege that the
defendants have conspired to fix fuel surcharges for LTL shipments in
violation of Federal antitrust laws and are seeking treble damages,
injunctive relief, attorneys' fees and costs. Since this lawsuit was filed,
over 40 similar lawsuits have been filed by other plaintiffs in various
federal district courts, naming as defendants Con-way or Con-way Freight (or
both), as well as other companies engaged in the LTL trucking business. Con-
way expects that these lawsuits will be consolidated in a single jurisdiction
for litigation.
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 a result
of the actions of Emery Transnational.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in
Item 1A, "Risk Factors," of Con-way's 2006 Annual Report on Form 10-K, except
for risks related to the acquisitions of CFI and Cougar Logistics, as more
fully discussed herein below and in Note 2, "Acquisitions," of Part 1 Item 1,
"Financial Statements."
The degree of success of the acquisition will depend, in part, on Con-way's
ability to realize the anticipated synergies, cost savings and growth
opportunities from integrating acquired businesses with Con-way's existing
businesses. Con-way's success in realizing these benefits and the timing of
this realization depends upon the successful integration of operations. The
integration process may be complex, costly and time-consuming. The
difficulties of integrating the operations of acquired businesses include,
among others:
* unanticipated issues in integrating information, communications and
other systems;
* retaining key employees;
* consolidating corporate and administrative infrastructures;
* the diversion of management's attention from ongoing business concerns;
* the impact on internal controls and compliance with the regulatory
requirements under the Sarbanes-Oxley Act of 2002; and
* unanticipated issues, expenses and liabilities.
Con-way may not accomplish this integration smoothly or successfully. The
diversion of the attention of management from its current operations to the
integration effort and any difficulties encountered in combining operations
could prevent Con-way from realizing the full benefits anticipated to result
from the acquisitions and could adversely affect Con-way's business.
ITEM 6. EXHIBITS
Exhibit No.
- -----------
(2) Plan of acquisition, reorganization, arrangement, liquidation, or
succession:
2.1 Con-way Plan for reorganization of Con-way Freight, Inc. (Item
7.01 to Con-way's Report on Form 8-K filed on August 22, 2007*).
(4) Instruments defining the rights of holders:
4.1 $500 million Bridge Credit Agreement dated August 23, 2007 between
Con-way Inc. and Goldman Sachs Credit Partners L.P.
4.2 Subsidiary Guaranty Agreement dated August 23, 2007 made by Con-
way Freight Inc., Menlo Worldwide, LLC, Menlo Logistics, Inc.,
Transportation Resources, Inc., and Contract Freighters, Inc. in
favor of the banks referred to in 4.1.
(10) Material contracts
10.1 Con-way Inc. 2005 Deferred Compensation Plan for Executives and
Key Employees, Amended and Restated Effective January 1, 2008
(Exhibit 99.1 to Con-way's Report on Form 8-K filed on September
27, 2007*#).
10.2 Con-way Inc. 1993 Deferred Compensation Plan for Executives and
Key Employees (Exhibit 99.2 to Con-way's Report on Form 8-K filed
on September 27, 2007*#).
10.3 Con-way Inc. 2005 Supplemental Excess Retirement Plan, Amended and
Restated Effective January 1, 2008 (Exhibit 99.3 to Con-way's
Report on Form 8-K filed on September 27, 2007*#).
10.4 Con-way Inc. Supplemental Retirement Savings Plan, Amended and
Restated Effective January 1, 2008 (Exhibit 99.4 to Con-way's
Report on Form 8-K filed on September 27, 2007*#).
10.5 Separation Agreement and General Release between Con-way Freight
Inc. and David S. McClimon effective September 28, 2007
(Exhibit 99 to Con-way's Report on Form 8-K filed on
October 1, 2007*#).
10.6 Amendment No. 1 dated December 4, 2006 to the Amended and Restated
2003 Equity and Incentive Plan for Non-Employee Directors.#
10.7 Severance Agreement dated August 23, 2007 between Herbert J.
Schmidt and Contract Freighters, Inc. #
10.8 Stock Purchase Agreement to purchase Chic Holdings Limited between
Menlo Worldwide, LLC and various sellers dated September 7, 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
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management and Directors.
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)
November 7, 2007 /s/ Kevin C. Schick
------------------------
Kevin C. Schick
Senior Vice President and
Chief Financial Officer