UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
___ SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
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 Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), 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, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer X Accelerated filer
--- ---
Non-accelerated filer Smaller reporting company
--- ---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes No X
-- ---
Number of shares of Common Stock, $.625 par value,
outstanding as of April 30, 2008: 45,595,899
CON-WAY INC.
FORM 10-Q
Quarter Ended March 31, 2008
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 2008 and December 31, 2007 3
Statements of Consolidated Income -
Three Months Ended March 31, 2008 and 2007 5
Statements of Consolidated Cash Flows -
Three Months Ended March 31, 2008 and 2007 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 29
Item 4. Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors 32
Item 4. Submission of Matters to a Vote of Security Holders 33
Item 6. Exhibits 34
Signatures 35
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
ASSETS 2008 2007
------------ ------------
(Unaudited)
Current Assets
Cash and cash equivalents $ 158,083 $ 176,298
Marketable securities 16 30,016
Trade accounts receivable, net 573,066 503,940
Other accounts receivable 30,399 42,664
Operating supplies, at lower of
average cost or market 26,005 24,142
Prepaid expenses and other assets 51,104 40,746
Deferred income taxes 37,145 37,672
------------ ------------
Total Current Assets 875,818 855,478
------------ ------------
Property, Plant, and Equipment
Land 189,856 187,323
Buildings and leasehold improvements 797,159 792,962
Revenue equipment 1,264,666 1,246,816
Other equipment 281,604 265,640
------------ ------------
2,533,285 2,492,741
Accumulated depreciation and amortization (1,073,212) (1,033,953)
------------ ------------
Net Property, Plant, and Equipment 1,460,073 1,458,788
------------ ------------
Other Assets
Deferred charges and other assets 37,882 33,139
Capitalized software, net 33,524 35,010
Employee benefits 96,694 89,039
Marketable securities 15,000 --
Intangible assets, net 27,148 18,780
Goodwill 517,692 527,446
------------ ------------
727,940 703,414
------------ ------------
Total Assets $ 3,063,831 $ 3,017,680
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2008 2007
------------ ------------
(Unaudited)
Current Liabilities
Accounts payable $ 294,489 $ 276,105
Accrued liabilities 288,471 266,625
Accrued income taxes 3,984 --
Self-insurance accruals 108,200 110,986
Short-term borrowings 5,159 5,072
Current maturities of long-term debt 22,700 22,704
------------ ------------
Total Current Liabilities 723,003 681,492
Long-Term Liabilities
Long-term debt and guarantees 931,627 955,722
Self-insurance accruals 122,857 118,854
Employee benefits 191,554 195,145
Other liabilities and deferred credits 20,946 24,639
Deferred income taxes 133,745 132,732
------------ ------------
Total Liabilities 2,123,732 2,108,584
------------ ------------
Commitments and Contingencies (Notes 4 and 12)
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 550,363 and 560,998
shares, respectively 6 6
Additional paid-in capital, preferred stock 83,705 85,322
Deferred compensation, defined contribution
retirement plan (18,213) (20,805)
------------ ------------
Total Preferred Shareholders' Equity 65,498 64,523
------------ ------------
Common stock, $.625 par value; authorized
100,000,000 shares; issued 62,207,941 and
61,914,495 shares, respectively 38,734 38,615
Additional paid-in capital, common stock 576,891 568,190
Retained earnings 990,148 972,243
Cost of repurchased common stock
(16,650,966 and 16,698,513 shares,
respectively) (718,554) (720,583)
------------ ------------
Total Common Shareholders' Equity 887,219 858,465
------------ ------------
Accumulated Other Comprehensive Loss (12,618) (13,892)
------------ ------------
Total Shareholders' Equity 940,099 909,096
------------ ------------
Total Liabilities and Shareholders' Equity $ 3,063,831 $ 3,017,680
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Ended
March 31,
--------------------------
2008 2007
------------ ------------
Revenues $ 1,201,581 $ 1,002,191
Costs and Expenses
Salaries, wages and other employee benefits 514,254 446,555
Purchased transportation 260,110 256,859
Fuel and fuel-related taxes 134,058 67,793
Depreciation and amortization 51,227 37,063
Maintenance 35,254 25,260
Rents and leases 29,364 18,234
Purchased labor 18,020 15,159
Other operating expenses 105,286 83,449
Loss from equity investment -- 2,699
------------ ------------
1,147,573 953,071
------------ ------------
Operating Income 54,008 49,120
------------ ------------
Other Income (Expense)
Investment income 1,557 5,448
Interest expense (16,439) (8,551)
Miscellaneous, net 673 (225)
------------ ------------
(14,209) (3,328)
------------ ------------
Income from Continuing Operations before
Income Tax Provision 39,799 45,792
Income Tax Provision 15,687 19,156
------------ ------------
Income from Continuing Operations 24,112 26,636
------------ ------------
Discontinued Operations, net of tax
Gain from Disposal -- 2,919
------------ ------------
-- 2,919
Net Income 24,112 29,555
Preferred Stock Dividends 1,656 1,714
------------ ------------
Net Income Available to Common Shareholders $ 22,456 $ 27,841
============ ============
Net Income from Continuing Operations
Available to Common Shareholders $ 22,456 $ 24,922
============ ============
Weighted-Average Common Shares Outstanding
Basic 45,230,686 45,990,811
Diluted 48,146,091 49,145,454
Earnings per Common Share
Basic
Net Income from Continuing Operations $ 0.50 $ 0.54
Gain from Disposal -- 0.07
------------ ------------
Net Income Available to
Common Shareholders $ 0.50 $ 0.61
============ ============
Diluted
Net Income from Continuing Operations $ 0.47 $ 0.51
Gain from Disposal -- 0.06
------------ ------------
Net Income Available to
Common Shareholders $ 0.47 $ 0.57
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Cash and Cash Equivalents, Beginning of Period $ 176,298 $ 260,039
----------- -----------
Operating Activities
Net income 24,112 29,555
Adjustments to reconcile net income to net
cash provided by operating activities:
Discontinued operations, net of tax -- (2,919)
Depreciation and amortization, net of accretion 50,036 35,750
Increase in deferred income taxes 3,001 1,870
Amortization of deferred compensation 2,592 2,543
Share-based compensation 3,187 2,381
Provision for uncollectible accounts 1,483 478
Loss from equity investment -- 2,699
Loss (Gain) from sales of property and
equipment, net 1,766 (245)
Changes in assets and liabilities:
Receivables (66,456) (42,565)
Prepaid expenses (10,358) (11,751)
Accounts payable 20,318 17,448
Accrued incentive compensation (24,845) (17,855)
Accrued liabilities, excluding accrued
incentive compensation and employee benefits 58,263 37,412
Self-insurance accruals 1,217 8,219
Accrued income taxes 12,357 36,900
Employee benefits (22,448) 6,420
Deferred charges and credits (3,516) 2,080
Other (7,167) (6,169)
----------- -----------
Net Cash Provided by Operating Activities 43,542 102,251
----------- -----------
Investing Activities
Capital expenditures (48,675) (25,021)
Software expenditures (3,286) (1,279)
Proceeds from sales of property
and equipment, net 1,300 5,257
Proceeds from sale of equity investment -- 51,900
Net decrease (increase) in marketable securities 15,000 (41,395)
----------- -----------
Net Cash Used in Investing Activities (35,661) (10,538)
----------- -----------
Financing Activities
Repayment of short-term borrowings,
long-term debt and guarantees (22,807) (18,609)
Proceeds from exercise of stock options 4,948 5,494
Excess tax benefit from stock option exercises 431 301
Payments of common dividends (4,551) (4,615)
Payments of preferred dividends (3,747) (4,027)
Repurchases of common stock -- (45,075)
----------- -----------
Net Cash Used in Financing Activities (25,726) (66,531)
----------- -----------
Net Cash Provided by (Used in)
Continuing Operations (17,845) 25,182
----------- -----------
Discontinued Operations
Net Cash Provided by (Used in)
Operating Activities (370) 4,846
----------- -----------
Net Cash Provided by (Used in)
Discontinued Operations (370) 4,846
----------- -----------
Increase (Decrease) in Cash
and Cash Equivalents (18,215) 30,028
----------- -----------
Cash and Cash Equivalents, End of Period $ 158,083 $ 290,067
=========== ===========
Supplemental Disclosure
Cash paid (refunded) for income taxes, net $ 631 $ (20,549)
=========== ===========
Cash paid for interest, net of
amounts capitalized $ 817 $ 728
=========== ===========
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") provide
transportation and logistics services for a wide range of manufacturing,
industrial and retail customers. Con-way's business units operate in
regional and transcontinental less-than-truckload and full-truckload freight
transportation, contract logistics and supply-chain management, freight
brokerage, 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, Logistics, Truckload, 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 2007 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
condition, 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 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. Con-way's adoption of SFAS 159, effective January 1, 2008, did not
have a material effect on Con-way's financial statements.
In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements - an Amendment of ARB 51." Under the new
statement, noncontrolling interests in the net assets of subsidiaries must be
reported in the balance sheet within equity. On the face of the income
statement, SFAS 160 requires disclosure of the amounts of consolidated net
income attributable to both the parent and to the noncontrolling interest.
The effective date of SFAS 160 is the first fiscal year beginning after
December 15, 2008, and interim periods within those years, which for Con-way
is the first quarter of 2009. Con-way does not expect the adoption of SFAS
160 to have a material effect on its financial statements.
In December 2007, the FASB issued SFAS 141(revised 2007), "Business
Combinations" ("SFAS 141R"). The statement changes the acquisition-date and
subsequent-period accounting associated with business acquisitions. Several
of the changes have the potential to generate greater earnings volatility in
connection with and after an acquisition. The most significant provisions of
SFAS 141R result in a change in the accounting for transactions costs,
contingencies, and acquisition-date accounting estimates. Under the new
statement, transaction costs and transaction-related restructuring charges
will be expensed as incurred. Under SFAS 141R, certain contingent assets and
liabilities will be recognized at fair value. If new information is
available after the acquisition, these amounts may be subject to
remeasurement. Also, adjustments to acquisition-date accounting estimates
will be accounted for as adjustments to prior-period financial statements.
The effective date of SFAS 141R is the first fiscal year beginning after
December 15, 2008, which for Con-way is 2009. Con-way is evaluating the
effect of adopting SFAS 141R, including the effect on any acquisitions
consummated in 2009 or thereafter.
Reclassifications and Revisions
Certain amounts in the prior-period financial statements have been
reclassified or revised to conform to the current-period presentation.
During the fourth quarter of 2007, Con-way identified certain adjustments
related to the first quarter of 2007. Con-way determined that those
adjustments were not material to either the first or the fourth quarter.
However, for a more accurate presentation, Con-way elected to revise the
results of the first quarter of 2007 to reflect those immaterial adjustments,
which decreased first-quarter net income from continuing operations by $4.1
million ($0.09 per diluted share). The revisions to the first quarter of
2007 include an increase in employee benefits expense due to amendments to
benefit plans for compensated absences, partially offset by associated
decreases in incentive compensation and income tax expense.
Earnings per Share ("EPS")
Basic EPS is computed by dividing reported earnings by the weighted-average
common shares outstanding. Diluted EPS is calculated as follows:
(Dollars in thousands except per share data) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Numerator:
Continuing operations (after preferred stock
dividends), as reported $ 22,456 $ 24,922
Add-backs:
Dividends on Series B preferred
stock, net of replacement funding 241 249
----------- -----------
Continuing operations 22,697 25,171
----------- -----------
Discontinued operations -- 2,919
----------- -----------
Available to common shareholders $ 22,697 $ 28,090
=========== ===========
Denominator:
Weighted-average common shares outstanding 45,230,686 45,990,811
Stock options and nonvested stock 324,310 369,710
Series B preferred stock 2,591,095 2,784,933
----------- -----------
48,146,091 49,145,454
=========== ===========
Anti-dilutive stock options not included
in denominator 1,586,225 952,200
=========== ===========
Earnings per Diluted Share:
Continuing operations $ 0.47 $ 0.51
Discontinued operations -- 0.06
------------ ------------
Available to common shareholders $ 0.47 $ 0.57
============ ============
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"). Following the acquisition of CFI, the operating results of CFI are
reported with the operating results of Con-way's former truckload operation
in the Truckload reporting segment. Con-way in September 2007 integrated the
former truckload operation with the CFI business unit and in January 2008
changed the name of the CFI business unit to Con-way Truckload. The purchase
price calculated for CFI was $752.3 million.
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"). Following the
acquisition, the operating results of Cougar Logistics are reported with the
operating results of the Menlo Worldwide Logistics business unit in the
Logistics reporting segment. The purchase price calculated for Cougar
Logistics was $28.7 million.
Chic Logistics
On October 18, 2007, MW 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"). Following the acquisition, the operating results of Chic
Logistics are reported with the operating results of the Menlo Worldwide
Logistics business unit in the Logistics reporting segment. The purchase
price calculated for Chic Logistics was $59.1 million.
See Note 7, "Acquisitions," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2007 Annual Report on Form 10-K for
additional information concerning Con-way's acquisitions, including the
allocation of the purchase prices to the net assets acquired and the
discussion of items affecting the determination of the purchase prices.
Goodwill and Intangible Assets
The excess of an acquired entity's purchase price over the amounts assigned
to assets acquired (including identified intangible assets) and liabilities
assumed is recorded as goodwill. In connection with the acquisitions in
2007, Con-way recognized 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 following table
shows the changes in the carrying amounts of goodwill attributable to each
applicable segment:
(Dollars in thousands) Logistics Truckload Other Total
--------- --------- --------- ---------
Balances at December 31, 2007 $ 55,146 $471,573 $ 727 $527,446
Adjustment to fair value -- (8,814) -- (8,814)
Adjustment to deferred taxes -- (1,462) -- (1,462)
Direct transaction costs 282 -- -- 282
Change in foreign currency
exchange rates 240 -- -- 240
--------- --------- --------- ---------
Balances at March 31, 2008 $ 55,668 $461,297 $ 727 $517,692
========= ========= ========= =========
The purchase-price accounting is based on current estimates of the assets
acquired and liabilities assumed. Accordingly, revisions to the preliminary
estimates and evaluations, including valuations of tangible and intangible
assets and certain contingencies, may be necessary as information is received
from third parties and these items are finalized. During the first quarter
of 2008, Con-way made revisions to the estimated fair value of net assets
acquired in connection with the purchase of CFI, primarily a $9.0 million
increase in the fair value of a customer-relationship intangible asset. In
addition, adjustments were made to deferred taxes relating to the fair value
of assets acquired.
In connection with the acquisitions of CFI and Cougar Logistics, Con-way
recognized as definite-lived intangible assets the estimated fair value of
acquired customer relationships and trademarks. Intangible assets consisted
of the following:
March 31, 2008 December 31, 2007
------------------------ ------------------------
(Dollars in Weighted- Gross Accumulated Gross Accumulated
thousands) Average Carrying Amortization Carrying Amortization
Life Amount Amount
(Years)
--------- -------- --------------- -------- ---------------
Customer
relationships 9.3 $ 27,259 $ 1,384 $ 18,046 $ 731
Trademarks 2.3 1,700 427 1,710 245
-------- --------------- -------- ---------------
$ 28,959 $ 1,811 $ 19,756 $ 976
======== =============== ======== ===============
The fair value of intangible assets is amortized on an item-by-item basis
over the estimated useful life. In the first quarter of 2008, amortization
expense related to intangible assets was $0.8 million. Estimated
amortization expense for the next five years is presented in the following
table:
(Dollars in thousands)
Year ending December 31:
Remaining nine months of 2008 $ 2,800
2009 3,800
2010 3,000
2011 3,000
2012 2,800
2013 2,400
3. Restructuring Activities
In August 2007, Con-way Freight began a business-transformation initiative 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 pricing and
operational processes, implementation of best practices, and fostering of
innovation. In the first quarter of 2008, Con-way incurred costs of $5.2
million in connection with the business-transformation initiative, including
$2.6 million of restructuring charges, as summarized below, and $2.6 million
of other costs, consisting primarily of consulting fees. Con-way Freight
substantially completed the reorganization in the first quarter of 2008.
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
were notified of their immediate or future separation, and accordingly, the
related expenses were recognized over the employees' remaining service
period.
The following table summarizes the effect of restructuring activities for the
three months ended March 31, 2008:
(Dollars in Liability at Charges Cash Liability at Total Costs
thousands) December 31, Incurred Payments March 31, Incurred To
2007 or Write- 2008 Date
offs
------------- ---------- --------- ------------ -------------
Employee-
separation
costs $ 1,785 $ 780 $ (2,520) $ 45 $ 7,009
Facility
costs 2,794 850 (494) 3,150 3,644
Asset-
impairment
charges -- -- -- -- 2,401
Other 592 962 (1,519) 35 2,786
------------- ---------- --------- ------------ -------------
Total $ 5,171 $ 2,592 $ (4,533) $ 3,230 $ 15,840
============= ========== ========= ============ =============
Con-way reported the employee-separation costs in salaries, wages and other
employee benefits, the facility costs in rents and leases and the asset-
impairment charges and other charges in other operating expenses in the
statements of consolidated income.
4. Discontinued Operations
The gain from disposal of discontinued operations in the periods presented
relate to (1) the sale of Menlo Worldwide Forwarding, Inc. and its
subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively "MWF") in 2004
and (2) the shut-down of Emery Worldwide Airlines, Inc. ("EWA") in 2001 and
the termination of its Priority Mail contract with the USPS in 2000. The
results of operations and cash flows of discontinued operations have been
segregated from continuing operations, except where otherwise noted.
Three Months Ended
March 31,
------------------------
(Dollars in thousands) 2008 2007
----------- -----------
Gain from Disposal, net of tax
MWF $ -- $ 27
EWA -- 2,892
----------- ------------
$ -- $ 2,919
=========== ============
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. Con-way
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. In the first quarter of 2007, the gain from MWF related to
adjustments to loss estimates.
EWA
In the first quarter of 2007, EWA recognized a net gain 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 $3.0 million at March 31, 2008, from $3.3
million at December 31, 2007, due primarily to the cash payment of
liabilities. EWA's remaining loss reserves at March 31, 2008 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.
Two additional actions were brought by groups of former EWA pilots and flight
crewmembers no longer represented by ALPA. One action brought in federal
court in Ohio in February 2007 was settled in April 2008 for $627,000. In
the second action, which was ordered by the court to binding arbitration, the
arbitrator granted EWA's motion to dismiss the arbitration in April 2008.
Plaintiffs have three months from that date to file a motion to vacate the
decision.
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.
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
In June 2006, GM exercised its right to purchase Con-way's membership
interest in Vector. 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. Following negotiation with GM in
the first quarter of 2007, an additional receivable of $2.7 million due from
GM could not be collected, and accordingly, a $2.7 million loss 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 June 30, 2008. 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 September 30, 2008. Under these agreements, the Logistics
segment reported first-quarter revenue of $2.8 million in both 2008 and 2007,
primarily for information-technology services provided to GM.
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. For financial reporting purposes, Con-way is divided
into the following 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.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit (also referred to as Menlo
Logistics), which develops contract-logistics solutions, including the
management of complex distribution networks and supply-chain
engineering and consulting, and also provides domestic brokerage
services. The Logistics segment includes the results of Cougar
Logistics and Chic Logistics for periods subsequent to their
acquisition.
* Truckload. The Truckload segment includes the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America,
including services into and out of Mexico. Following the acquisition
of CFI in August 2007, the operating results of CFI are reported with
the operating results of Con-way's former truckload operation in the
Truckload reporting segment.
* 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.
Financial Data
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.
(Dollars in thousands) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Revenues from External Customers
Freight $ 743,320 $ 679,690
Logistics 341,460 320,481
Truckload 115,969 948
Other 832 1,072
----------- -----------
$1,201,581 $1,002,191
=========== ===========
Inter-segment Revenues
Freight $ 11,227 $ 13,288
Logistics 8 117
Truckload 35,123 17,569
Other 11,222 9,736
----------- -----------
$ 57,580 $ 40,710
=========== ===========
Revenues before Inter-segment Eliminations
Freight $ 754,547 $ 692,978
Logistics 341,468 320,598
Truckload 151,092 18,517
Other 12,054 10,808
Inter-segment Revenue Eliminations (57,580) (40,710)
----------- -----------
$1,201,581 $1,002,191
=========== ===========
Operating Income (Loss)
Freight $ 36,077 $ 47,678
Logistics 6,263 6,536
Truckload 10,276 (663)
Vector -- (2,699)
Other 1,392 (1,732)
----------- -----------
$ 54,008 $ 49,120
=========== ===========
7. Fair-Value Measurements
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. In
February 2008, the FASB issued FASB Staff Position SFAS 157-2 ("FSP SFAS 157-
2"). FSP SFAS 157-2 delays the effective date of the application of SFAS 157
for nonfinancial assets and liabilities, except for items that are recognized
or disclosed at fair value on a recurring basis, until fiscal years beginning
after November 15, 2008, and interim periods within those years, which for
Con-way is the first quarter of 2009. Con-way adopted SFAS 157 effective
January 1, 2008, except for the provisions that were delayed by FSP SFAS 157-
2. Nonfinancial assets for which Con-way has not applied the provisions of
SFAS 157 include those measured at fair value in the impairment testing of
goodwill and intangible assets and those initially measured at fair value in
a business combination, but not measured at fair value in subsequent periods.
SFAS 157 requires that assets and liabilities reported at fair value be
classified in one of the following three levels:
Level 1: Quoted market prices in active markets for identical assets or
liabilities
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data
Level 3: Unobservable inputs that are not corroborated by market data
The following table summarizes the valuation of financial instruments by the
SFAS 157 levels:
March 31, 2008
----------------------------------------------
(Dollars in Total Level 1 Level 2 Level 3
thousands) ---------- ---------- ---------- ----------
Cash and cash
equivalents $ 158,083 $ 158,083 $ -- $ --
Marketable
securities 15,016 16 15,000 --
Cash and cash equivalents consist of short-term interest-bearing instruments
with maturities of three months or less at the date of purchase. The
carrying amount of these instruments approximates their fair value due to
their short maturity.
Con-way's marketable securities were valued using a market approach that
considered transactions for identical or similar assets in the principal
market. Transactions occurring in the principal market were at par; however,
due to the current imbalance in supply and demand and the resulting auction
failures, as discussed more fully below, the market for auction-rate
securities is not considered active for purposes of classifying fair-value
measurements.
At March 31, 2008, Con-way's marketable securities consisted primarily of two
auction-rate securities valued at $7.5 million each. These investments are
backed by student loans insured by the U.S. government and have AAA (or
equivalent) ratings from recognized rating agencies and interest reset
provisions of 28 days with remaining contractual maturities in excess of 30
years. Prior to recent volatility in the credit markets, auction-rate
securities could be liquidated on the auction dates. However, the liquidity
of auction-rate securities has been adversely affected by recent auction
failures that have prevented investors from selling the securities on
predetermined auction dates. Con-way was not able to sell these auction-rate
securities at auctions in February and March. The securities continue to
accrue interest at the contractual rate and will be auctioned every 28 days
until the auction succeeds, the issuer calls the securities or they mature.
Con-way has received all interest payments for these investments at the
normally scheduled due dates. As a result of the failed auctions, Con-way
reclassified the auction-rate securities from current marketable securities
to long-term marketable securities due to the uncertainty of when Con-way
will be able to convert these investments into cash.
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.
Defined Benefit Pension Plans
Con-way's qualified defined benefit pension plans (collectively, the
"Qualified Pension Plans") consist mostly of the primary defined benefit
pension plan ("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 a primary non-qualified supplemental defined benefit
pension plan ("Supplemental DB Plan") and several other unfunded non-
qualified 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.
The following tables summarize the components of net periodic benefit expense
(income) for Con-way's defined benefit pension plans:
Qualified Pension Non-Qualified
Plans Pension Plans
------------------------- -------------------------
Three Months Ended Three Months Ended
March 31, March 31,
------------------------- -------------------------
(Dollars in thousands) 2008 2007 2008 2007
------------ ------------ ------------ ------------
Service cost - benefits
earned during
the period $ 27 $ 40 $ -- $ --
Interest cost on
benefit obligation 17,358 17,049 807 1,199
Expected return on plan
assets (24,247) (23,267) -- --
Net amortization and
deferral (794) (334) 269 578
------------ ------------ ------------ ------------
Net periodic
benefit expense
(income) $ (7,656) $ (6,512) $ 1,076 $ 1,777
============ ============ ============ ============
Based on the funded status of the Qualified Pension Plans, Con-way does not
expect to contribute to its qualified defined benefit pension plans in 2008;
however, this could change based on changes in interest rates and asset
returns.
Defined Contribution Retirement Plans
Con-way's defined contribution retirement plans consist mostly of the primary
defined contribution retirement plan (the "Primary DC Plan"), which covers
non-contractual U.S. employees.
Con-way recognized expense of $22.0 million and $21.1 million in the first
quarter of 2008 and 2007, respectively, for its matching contributions under
the Primary DC Plan. At March 31, 2008 and December 31, 2007, Con-way had
recognized accrued liabilities of $16.3 million and $21.9 million,
respectively, for its contributions related to the Primary DC Plan.
Postretirement Medical Plan
The following table summarizes the components of net periodic benefit expense
for the postretirement medical plan:
Three Months Ended
March 31,
------------------------
(Dollars in thousands) 2008 2007
----------- -----------
Service cost - benefits earned during
the period $ 620 $ 581
Interest cost on benefit obligation 1,603 1,795
Net amortization and deferral (199) 500
----------- -----------
Net periodic benefit expense $ 2,024 $ 2,876
=========== ===========
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:
(Dollars in thousands) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Net income $ 24,112 $ 29,555
Other comprehensive income:
Foreign currency translation
adjustment 1,274 26
----------- -----------
Comprehensive income $ 25,386 $ 29,581
=========== ===========
10. 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 qualifying 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. Awards granted to directors are generally
granted with three-year graded-vesting terms, while awards granted to
employees generally vest three years from the award date.
Performance-share plan units ("PSPUs") 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. The number of shares the
award recipients ultimately receive depends upon the achievement of certain
performance criteria and can range from zero to 406,688 shares. The 2007
award is subject to forfeiture if an award recipient leaves Con-way during
the three-year period, while the 2008 award allows for pro rata vesting if
the award recipient leaves Con-way as a result of death, disability or
qualifying retirement. Outstanding PSPUs have a weighted-average grant-date
fair value of $45.57. The amount of expense recorded each period is based on
Con-way's current estimate of the number of shares that will ultimately vest.
The following expense was recognized for share-based compensation:
(Dollars in Three Months Ended Three Months Ended
thousands) March 31, 2008 March 31, 2007
------------------------------ ------------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- ----------- -------- --------- ----------- --------
Salaries, wages
and other
employee
benefits $ 1,707 $ 1,480 $ 3,187 $ 1,509 $ 872 $ 2,381
Deferred income
tax benefit (648) (577) (1,225) (577) (340) (917)
--------- ----------- -------- --------- ----------- --------
Net share-based
compensation
expense $ 1,059 $ 903 $ 1,962 $ 932 $ 532 $ 1,464
========= =========== ======== ========= =========== ========
11. Income Taxes
Con-way's first-quarter effective tax rate in 2008 was 39.4%, compared to
41.8% in 2007. Excluding the effect of various discrete tax adjustments,
Con-way's effective tax rate in 2008 was 38.4% and in 2007 was 37.7%. The
discrete tax adjustments in the first quarter of 2007 include a loss for the
write-off of a receivable that was not deductible for tax purposes. As more
fully discussed in Note 5, "Sale of Unconsolidated Joint Venture," a
receivable due from GM could not be collected, and accordingly, a $2.7
million loss was recognized in the first quarter of 2007. As a sale-related
receivable, the write-off was a capital loss for tax purposes and was not
deductible from first-quarter ordinary income.
Con-way reported an income tax liability of $4.0 million at March 31, 2008
and reported an income tax receivable of $7.6 million at December 31, 2007.
12. Commitments and Contingencies
Spin-Off of CFC
On December 2, 1996, Con-way completed the spin-off of Consolidated
Freightways Corporation ("CFC") to Con-way's shareholders. CFC was, at the
time of the spin-off, a party to certain multiemployer pension plans covering
some of its current and former employees. The cessation of its U.S.
operations in 2002 resulted in CFC's "complete withdrawal" (within the
meaning of applicable federal law) from these multiemployer plans, at which
point it became obligated, under federal law, to pay its share of any
unfunded vested benefits under those plans.
It is possible that the trustees of CFC's multiemployer pension plans may
assert claims that Con-way is liable for amounts owing to the plans as a
result of CFC's withdrawal from those plans and, if so, there can be no
assurance that those claims would not be material. Con-way has received
requests for information regarding the spin-off of CFC from representatives
from some of the pension funds, and, in accordance with federal law, Con-way
has responded to those requests.
Con-way believes that it would ultimately prevail if any such claims were
made, although there can be no assurance in this regard due to various
unknowns, including possible adverse judicial decisions in other cases. Con-
way believes that the amount of those claims, if asserted, could be material,
and a judgment against Con-way for all or a significant part of these claims
could have a material adverse effect on Con-way's financial condition,
results of operations and cash flows.
Prior to the enactment in April 2004 of the Pension Funding Equity Act of
2004, if the multiemployer funds had asserted such claims against Con-way,
Con-way would have had a statutory obligation to make cash payments to the
funds prior to any arbitral or judicial decisions on the funds'
determinations. Under the facts related to the CFC withdrawals and the law
in effect after enactment of the Pension Funding Equity Act of 2004, Con-way
would no longer be required to make such payments to the multiemployer funds
unless and until final decisions in arbitration proceedings, or in court,
upheld the funds' determinations.
As a result of the matters discussed above, Con-way can provide no assurance
that matters relating to the spin-off of CFC will not have a material adverse
effect on Con-way's financial condition, results of operations or cash flows.
Other
In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001. The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment. The estimated range for potential loss on
this matter is zero to approximately $9 million, plus accrued 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
* New Accounting Standards
* 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 business units operate in regional and transcontinental less-than-
truckload and full-truckload freight transportation, contract logistics and
supply-chain management, freight brokerage, and trailer manufacturing. For
financial reporting purposes, Con-way is divided into the following 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.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit (also referred to as Menlo
Logistics), which develops contract-logistics solutions, including the
management of complex distribution networks and supply-chain
engineering and consulting, and also provides domestic brokerage
services. The Logistics segment includes the results of Cougar
Logistics and Chic Logistics for periods subsequent to their
acquisition.
* Truckload. The Truckload segment includes the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America,
including services into and out of Mexico. Following the acquisition
of CFI in August 2007, the operating results of CFI are reported with
the operating results of Con-way's former truckload operation in the
Truckload reporting segment.
* 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's primary business units are affected by the timing and degree of
fluctuations in fuel prices and their ability to recover incremental fuel
costs through fuel-surcharge programs.
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. Con-way Truckload transports shipments using
a fleet of 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 per share Three Months Ended
amounts) March 31,
------------------------
2008 2007
----------- -----------
Revenues $1,201,581 $1,002,191
=========== ===========
Operating income $ 54,008 $ 49,120
Other expense 14,209 3,328
----------- -----------
Income from continuing operations
before income tax provision 39,799 45,792
Income tax provision 15,687 19,156
----------- -----------
Income from continuing operations 24,112 26,636
Preferred stock dividends 1,656 1,714
----------- -----------
Net income from continuing operations
available to common shareholders $ 22,456 $ 24,922
=========== ===========
Diluted earnings per share $ 0.47 $ 0.51
Operating margin 4.5% 4.9%
Effective tax rate 39.4% 41.8%
Con-way's consolidated revenue for the first quarter of 2008 increased 19.9%
from the same period last year due primarily to acquisition-related revenue
increases from Truckload and Logistics. Excluding revenue from the companies
acquired in the second half of 2007, Con-way's first-quarter revenue
increased 6.0% due to a 9.4% increase at Freight, partially offset by lower
revenue at Logistics.
In the first quarter of 2008, consolidated operating income increased 10.0%
due primarily to increases at the Truckload, Other and Vector segments,
partially offset by lower operating income from Freight and Logistics.
Increased operating income for the Truckload segment was due to the
acquisition of CFI, while improved results of the Other segment primarily
reflect income from re-insurance activities. Lower operating income at
Freight reflects a competitive freight environment in which pricing increases
were not sufficient to offset increased operating expenses, particularly the
inflationary effect of unprecedented fuel costs. The decline in operating
income from Logistics was due to losses at its recently acquired companies.
Comparative operating results at Vector benefited from a $2.7 million loss in
the first quarter of 2007 for the write-off of a receivable related to the
Vector sale.
In connection with the re-branding initiative, Con-way recognized expense of
$3.7 million in the first quarter of 2008 compared to $2.8 million in the
first quarter of 2007. Under Con-way's re-branding initiative announced in
April 2006, Con-way has recognized expense of $19.0 million through the first
quarter of 2008 and estimates that it will recognize additional re-branding
expenses of $3 million in 2008 and $1 million in each of 2009 and 2010.
Total estimated expenses of $24 million for the re-branding initiative
consist primarily of the costs to convert Con-way Freight's tractors and
trailers to the new Con-way graphic identity. Estimated re-branding expenses
in 2008, 2009 and 2010 include $2 million for the conversion of CFI trailers
to the Con-way Truckload brand.
As more fully discussed in Note 3, "Restructuring Activities," of Item 1,
"Financial Statements," Con-way incurred $5.2 million in expenses in the
first-quarter of 2008 related to its business-transformation initiative at
Con-way Freight.
Non-operating expense increased $10.9 million in the first quarter of 2008
due primarily to a $7.9 million increase in interest expense and a $3.9
million decrease in investment income. Variations in interest expense and
interest income were due primarily to the acquisition of CFI, which was
financed with existing cash resources and proceeds from new debt financing.
Con-way's first-quarter effective tax rate in 2008 was 39.4%, compared to
41.8% in 2007. Excluding the effect of various discrete tax adjustments,
Con-way's effective tax rate in 2008 was 38.4% and in 2007 was 37.7%. The
discrete tax adjustments in the first quarter of 2007 include a loss for the
write-off of a receivable that was not deductible for tax purposes, as more
fully discussed in Note 11, "Income Taxes," of Item 1, "Financial
Statements."
Con-way's net income from continuing operations available to common
shareholders in the first quarter of 2008 decreased 9.9%, reflecting higher
non-operating expense, partially offset by higher operating income and a
decrease in the effective tax rate. Con-way's diluted earnings per share
from continuing operations in the same period of 2008 decreased 7.8% 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 48.1 million shares in the first quarter of 2008 from 49.1
million shares in the same period of 2007.
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
March 31,
------------------------
2008 2007
----------- -----------
Summary of Segment Operating Results
Revenues $ 743,320 $ 679,690
Operating Income 36,077 47,678
Operating Margin 4.9% 7.0%
2008 vs. 2007
---------------
Selected Con-way Freight Operating
Statistics
Revenue per day +11.1%
Weight per day +3.1
Revenue per hundredweight ("yield") +7.8
Shipments per day ("volume") +2.5
Weight per shipment +0.5
The Freight segment's revenue in the first quarter of 2008 increased 9.4%
over the same period of 2007. Revenue increases at Freight in the first
quarter of 2008 reflect higher revenue per day, partially offset by the
effects of 0.5 fewer working days when compared to the same period of last
year. Revenue per day for Con-way Freight increased 11.1% in the first
quarter on a 3.1% increase in weight per day and a 7.8% increase in yield.
The 3.1% increase in weight per day was achieved through a 2.5% increase in
shipments per day combined with a 0.5% increase in weight per shipment. The
increase in the weight per day and volume of freight transported was derived
primarily from business with Con-way Freight's largest customers and reflects
the results of targeted sales initiatives.
Yield increases in 2008 primarily reflect increases in fuel surcharges and
average length of haul. Commensurate with higher transportation costs,
shipments with longer lengths of haul generally have higher yields. Yields
in both periods also reflect general rate increases. Con-way Freight
implemented a general rate increase of 5.5% on January 28, 2008 compared to a
4.9% increase on March 19, 2007. These general rate increases were applied
to customers with pricing governed by Con-way Freight's standard tariff;
however, the effects of the increases were diminished in part by the
competitive pricing environment.
Excluding fuel surcharges, yields in 2008 increased 2.1%. 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
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 first quarter, Con-way Freight's fuel-surcharge revenue
increased to 16.8% of revenue in 2008 from 11.8% in 2007.
Freight's operating income in the first quarter of 2008 decreased 24.3%.
Lower operating income at Freight reflects a competitive freight environment
in which pricing increases were not sufficient to offset increased operating
expenses, particularly the inflationary effect of unprecedented fuel costs.
Operating expenses in the first quarter of 2008 were adversely affected by
$5.2 million of costs related to Con-way Freight's business-transformation
initiative and to higher re-branding expenses. As more fully discussed in
Note 3, "Restructuring Activities," of Item 1, "Financial Statements," Con-
way Freight announced the reorganization in August 2007 and it was
substantially completed at the end of the first quarter of 2008. Under Con-
way's re-branding initiative announced in April 2006, Con-way Freight
incurred $3.7 million of costs in the first quarter of 2008 compared to $2.8
million in the first quarter of 2007. The re-branding costs were for
expenses related primarily to the conversion of tractors and trailers to the
new Con-way graphic identity.
Expenses for fuel and fuel-related taxes in the first quarter of 2008
increased 38.1% from 2007 due primarily to an increase in the cost of diesel
fuel. During the same period, purchased transportation expense increased
26.7% reflecting an increase in freight transported by third-party providers
and fuel-related rate increases.
Maintenance expense increased 21.2% due in part to increased re-branding
expense, as discussed above. Other operating expenses and rents and leases
expense increased 16.5% and 17.1%, respectively, due primarily to costs
associated with the business-transformation initiative.
In the first quarter of 2008, expenses for salaries, wages and other employee
benefits increased 3.9% from the same period in 2007. Base compensation in
the first quarter of 2008 rose 5.1% reflecting additional freight-handling
requirements, wage and salary rate increases, and an increase in average
driver count from the first quarter of 2007 due to increased freight volumes.
Employee benefits expense increased 5.3% in the first quarter of 2008 due
primarily to higher costs associated with workers' compensation claims and
higher payroll taxes, partially offset by a decline in expenses for
compensated absences. In both periods presented, expenses for compensated
absences include non-recurring adjustments resulting from benefit plan
changes intended to align benefits as part of the business-transformation and
operational-restructuring initiatives. In the first quarter of 2008,
incentive compensation decreased $4.6 million or 67.2% based on variations in
performance measures relative to incentive-plan targets.
Logistics
The table below compares operating results and operating margins of the
Logistics reporting segment. The table summarizes the segment's revenue as
well as net revenue (revenue 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 revenue as a meaningful measure of the relative
importance of its principal services since revenue earned on most carrier-
management services includes the third-party carriers' charges to Menlo
Logistics for transporting the shipments.
(Dollars in thousands) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Summary of Segment Operating Results
Revenues $ 341,460 $ 320,481
Purchased Transportation (215,452) (216,358)
----------- -----------
Net Revenues 126,008 104,123
Operating Income 6,263 6,536
Operating Margin on Revenue 1.8% 2.0%
Operating Margin on Net Revenue 5.0% 6.3%
In the first quarter of 2008, Logistics' revenue increased 6.5% primarily due
to the acquisitions of Cougar Logistics and Chic Logistics in the second half
of 2007. Excluding revenue from the acquired companies, Logistics' revenue
decreased 0.6% due to a 5.4% decline in revenue from carrier-management
services partially offset by a 14.2% increase in revenue from warehouse-
management services.
Logistics net revenue in the first quarter of 2008 increased 21.0% over the
same quarter last year partially due to the acquisitions of Cougar Logistics
and Chic Logistics. Excluding net revenue from the acquired companies,
Logistics' net revenue increased 12.5%. Higher first-quarter net revenue in
2008 reflects reductions in purchased transportation costs and an increase in
the percentage of revenue derived from warehouse-management services, which
increases revenue without an associated increase in purchased transportation.
Logistics' operating income in the first quarter of 2008 decreased 4.2% from
the first quarter of 2007 as higher net revenue was more than offset by
collective operating losses of $1.1 million at Cougar Logistics and Chic
Logistics. The losses at the acquired companies were due in part to the
effects of integration and severe winter weather in China. Management expects
revenue and operating results at the acquired companies to improve from the
first quarter as these effects diminish in future periods. Excluding
operating losses from the acquired companies, Logistics' operating income
grew 12.6% reflecting margin improvement, primarily on carrier-management
services. Improved margins on carrier-management services resulted primarily
from a customer contract renegotiation and a one-time adjustment relating to
volume pricing. The remaining discussion of percentage changes in expense
categories excludes the acquired companies.
In the first quarter of 2008, purchased transportation costs decreased 7.0%
due primarily to decreases in carrier-management services. Expenses for
salaries, wages and other employee benefits and costs for rents and leases,
purchased labor, and other operating expenses increased due primarily to
increased warehouse-management volumes as a result of the addition of new
customers and growth with existing customers. Salaries, wages and other
employee benefits increased 10.0% in the first quarter of 2008 reflecting
increases in base compensation and employee benefits. Base compensation rose
9.4% due primarily to growth in headcount and, to a lesser extent, wage and
salary rate increases. Employee benefits expense increased 10.5% due
principally to higher payroll taxes and higher costs for retirement benefits.
Expenses for rents and leases increased 20.8% and purchased labor increased
6.9%. Other operating costs, which include cargo loss and damage claims,
corporate allocations, facility utilities, and property taxes, increased
16.3%.
In August 2007, the Department of Defense ("DOD") selected Menlo Worldwide
Logistics Government Services, LLC ("MWLGS") as the primary contractor for
the Defense Transportation Coordination Initiative ("DTCI"), a logistics
program directed by the DOD to streamline and improve domestic transportation
and distribution operations. Under the contract, MWLGS will be responsible
for deploying and operating an integrated logistics solution for shipment
planning, shipment execution and overall transportation management for DOD
shipments moving into and among DOD facilities in the contiguous United
States. The contract, with a potential seven-year life, has a three-year
base period with an estimated $525 million in transportation expenditures.
Implementation of the initiative is being rolled out in three phases over a
25-month period with the first distribution center beginning operations on
March 31, 2008. Con-way is currently evaluating the timing and extent of
revenue recognition. The contract did not have a material effect on
Logistics' revenue or operating income in the first quarter of 2008; however,
as of March 31, 2008, $5.5 million in unearned revenue and $3.8 million in
deferred set-up costs have been recorded and are reported in Con-way's
consolidated balance sheets as accrued liabilities, and deferred charges and
other assets, respectively.
Truckload
The following table compares revenues and operating income (loss) of the
Truckload reporting segment:
(Dollars in thousands) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Summary of Segment Operating Results
Revenues $ 115,969 $ 948
Operating Income (Loss) 10,276 (663)
Increased revenue and operating income at the Truckload reporting segment was
due to the acquisition of CFI. For periods prior to the acquisition of CFI
in August 2007, the operating results of the Truckload segment consist only
of the pre-acquisition truckload business unit. In all periods presented,
segment revenue is reported after the elimination of revenue recognized for
truckload services provided to Con-way Freight and Menlo Logistics.
Accordingly, first-quarter revenue is reported net of inter-segment revenue
of $35.1 million in 2008 and $17.6 million in 2007. Con-way Truckload's
results are affected by the timing and degree of fluctuations in fuel prices,
as more fully discussed below in Item 3, "Quantitative and Qualitative
Disclosures About Market Risk - Fuel."
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 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. The table below summarizes the operating results for the Other
reporting segment:
(Dollars in thousands) Three Months Ended
March 31,
------------------------
2008 2007
----------- -----------
Revenues
Road Systems $ 832 $ 1,072
Operating Income (Loss)
Road Systems $ 436 $ 307
Con-way re-insurance activities 875 (1,832)
Con-way corporate properties (156) (455)
Other 237 248
----------- -----------
$ 1,392 $ (1,732)
=========== ===========
Discontinued Operations
Net income available to common shareholders in the periods presented includes
the results of discontinued operations, which relate to the sale of MWF and
the shut-down of EWA, as more fully discussed in Note 4, "Discontinued
Operations," of Item 1, "Financial Statements." Results of discontinued
operations are presented below.
(Dollars in thousands except per share Three Months Ended
amounts) March 31,
------------------------
2008 2007
----------- -----------
Discontinued Operations, net of tax
Gain from Disposal $ -- $ 2,919
----------- -----------
$ -- $ 2,919
=========== ===========
Diluted earnings per share
Gain from Disposal $ -- $ 0.06
----------- -----------
$ -- $ 0.06
=========== ===========
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents declined to $158.1 million at March 31, 2008 from
$176.3 million at December 31, 2007, as $35.7 million used in investing
activities and $25.7 million used in financing activities exceeded $43.5
million provided by operating activities. In the first quarter of 2008, cash
used in investing activities primarily reflects cash used for capital
expenditures, partially offset by a decrease in marketable securities, while
cash used in financing activities primarily reflects the repayment of debt.
Three Months Ended
(Dollars in thousands) March 31,
------------------------
2008 2007
----------- -----------
Operating Activities
Net income $ 24,112 $ 29,555
Discontinued operations -- (2,919)
Non-cash adjustments (1) 62,065 45,476
----------- -----------
Net income before non-cash items 86,177 72,112
Changes in assets and liabilities (42,635) 30,139
----------- -----------
Net Cash Provided by Operating Activities 43,542 102,251
Net Cash Used in Investing Activities (35,661) (10,538)
Net Cash Used in Financing Activities (25,726) (66,531)
----------- -----------
Net Cash Provided by (Used in) Continuing
Operations (17,845) 25,182
Net Cash Provided by (Used in) Discontinued
Operations (370) 4,846
----------- -----------
Increase (Decrease) in Cash and
Cash Equivalents $ (18,215) $ 30,028
=========== ===========
(1) "Non-cash adjustments" refer to depreciation, amortization, deferred
income taxes, provision for uncollectible accounts, loss from
equity-method investment, and other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first three months of 2008 was
$43.5 million, a $58.7 million decrease from the first three months of 2007,
as an increase in net income before non-cash items was offset by a net use of
cash due to changes in assets and liabilities. First-quarter changes in
receivables, employee benefits, and income taxes contributed to the decline
in operating cash flow when compared to the prior year, partially offset by
an increase in operating cash flow associated with accrued liabilities
(excluding employee benefits and incentive compensation). In the first three
months of 2008, receivables used $66.5 million, compared to $42.6 million
used in the same prior-year period, due primarily to a revenue-driven
increase in receivables at the Freight segment. Employee benefits used $22.4
million in the first three months of 2008 compared to $6.4 million provided
in the first three months of 2007. Variations related to employee benefits
primarily reflect benefit plan amendments that were effective in January
2007. As a result of benefit plan amendments, the increase in the liability
for Con-way's defined contribution retirement plan provided $17.0 million in
the first three months of 2007. Cash provided from income taxes decreased to
$12.4 million in the first three months of 2008 from $36.9 million in the
same prior-year period due primarily to tax refunds received in March 2007.
The increase in accrued liabilities provided $58.3 million in the first three
months of 2008 compared to $37.4 million in the first three months of 2007
due in part to an increase in accrued interest on the 7.25% Senior Notes
issued in December 2007.
Investing Activities
Cash used in investing activities increased to $35.7 million in the first
three months of 2008 from $10.5 million used in the first three months of
2007 due primarily to an increase in capital expenditures and to $51.9
million in proceeds received in January 2007 from the sale of Con-way's
membership interest in Vector, partially offset by changes in marketable
securities. Capital expenditures in the first three months of 2008 increased
$23.7 million from the same prior-year period due primarily to increased
tractor and trailer expenditures at the Truckload segment. In both periods
presented, investing activities also reflect fluctuations in short-term
marketable securities, which provided $15.0 million in the first three months
of 2008 compared to $41.4 million used in the first three months of 2007.
Financing Activities
Financing activities used cash of $25.7 million in the first three months of
2008 compared to $66.5 million used in the same period of 2007. The decrease
in the amount of cash used in financing activities was due primarily to the
conclusion of Con-way's common stock repurchase program on June 29, 2007. In
the first three months of 2007, common stock repurchases of $45.1 million
were made under a repurchase program authorized by Con-way's Board of
Directors. In both periods presented, financing activities also reflect
proceeds from the exercise of stock options, dividend payments and scheduled
debt payments.
Con-way has a $400 million revolving credit facility that matures on
September 30, 2011. The revolving credit facility is available for cash
borrowings and for the issuance of letters of credit up to $400 million. At
March 31, 2008, no borrowings were outstanding under Con-way's revolving
credit facility; however, $202.3 million of letters of credit were
outstanding, with $197.7 million of available capacity for additional letters
of credit or cash borrowings. Con-way had other uncommitted unsecured credit
facilities totaling $50.0 million at March 31, 2008, which are available to
support letters of credit, bank guarantees, and overdraft facilities; at that
date, a total of $16.2 million was outstanding under these facilities.
See "- Forward-Looking Statements" below; Item 1A, "Risk Factors," and Note
7, "Debt and Other Financing Arrangements," of Item 8, "Financial Statements
and Supplementary Data," in Con-way's 2007 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, 2007 are summarized
in Con-way's 2007 Annual Report on Form 10-K under Item 7, "Management's
Discussion and Analysis - Liquidity and Capital Resources - Contractual Cash
Obligations." In the first three months of 2008, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business.
Other
In 2008, Con-way anticipates capital and software expenditures of
approximately $220 million compared to $152 million in 2007. The increase in
expenditures in 2008 is due primarily to tractor and trailer purchases at the
Truckload segment. 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 2008 capital
expenditures may differ from the estimated amount, depending on factors such
as actual and anticipated business volumes, 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.
At March 31, 2008, Con-way's senior unsecured debt was rated as investment
grade by Standard and Poor's (BBB), Fitch Ratings (BBB), and Moody's (Baa3).
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, cash flow from operations, credit facilities and access to
capital markets.
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
auditors. 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"
is included in Item 7, "Management's Discussion and Analysis," in Con-way's
2007 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:
* Defined Benefit Pension Plans
* Self-Insurance Accruals
* Income Taxes
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
* Acquisitions
* Disposition and Restructuring Activities
There have been no significant changes to the critical accounting policies
and estimates disclosed in Con-way's 2007 Annual Report on Form 10-K.
New Accounting Standards
------------------------
Refer to Note 1, "Principal Accounting Policies," of Item 1, "Financial
Statements," for a discussion of recently issued accounting standards that
Con-way has not yet adopted.
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 strategic acquisitions; 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, certain
important 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. A detailed description of certain of these risk factors
is included in Item 1A, "Risk Factors," of Con-way's 2007 Annual Report on
Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices, and foreign currency exchange rates.
Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk. Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure. Derivative
financial instruments held by Con-way at March 31, 2008 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 marketable securities, as more fully
discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market
Risk," of Con-way's 2007 Annual Report on Form 10-K.
Fuel
Con-way is subject to risks associated with the availability and price of
fuel, which are subject to political, economic, and market factors that are
outside of Con-way's control.
Con-way would be adversely affected by an inability to obtain fuel in the
future. Although historically Con-way has been able to obtain fuel from
various sources and in the desired quantities, there can no assurance that
this will continue to be the case in the future.
Con-way may also be adversely affected by the timing and degree of
fluctuations in fuel prices. Currently, Con-way's business units have fuel-
surcharge revenue programs or cost-recovery mechanisms in place with a
majority of customers. Con-way's business units in the Freight and Truckload
segments maintain fuel-surcharge programs designed to offset or mitigate the
adverse effect of rising fuel prices. Menlo Logistics has cost-recovery
mechanisms incorporated into most of its customer contracts under which it
recognizes fuel-surcharge revenue designed to eliminate the adverse effect of
rising fuel prices on purchased transportation.
Although Con-way Freight's competitors in the less-than-truckload ("LTL")
market also impose fuel surcharges, there is no LTL industry-standard fuel-
surcharge formula. Con-way Freight's fuel-surcharge program, which is based
on a published national index, constitutes only part of Con-way Freight's
overall rate structure. Con-way Freight generally refers to "base freight
rates" as the collective pricing elements that exclude fuel surcharges.
Accordingly, changes to base freight rates reflect numerous factors such as
length of haul, freight class, and weight per shipment as well as customer-
negotiated adjustments to Con-way's fuel surcharge mechanism. Ultimately,
the total amount that Con-way Freight can charge for its services is
determined by competitive pricing pressures and market factors.
Historically, its fuel-surcharge program has enabled Con-way Freight to more
than recover increases in fuel costs and fuel-related increases in purchased
transportation. As a result, Con-way Freight may be adversely affected if
fuel prices fall and the resulting decrease in fuel-surcharge revenue is not
offset by an equivalent increase in base freight-rate revenue. Although
lower fuel surcharges may improve Con-way Freight's ability to increase the
freight rates that it would otherwise charge, there can be no assurance in
this regard. Con-way Freight may also be adversely affected if fuel prices
continue to increase or if fuel prices remain at historically high levels.
Customers faced with fuel-related increases in transportation costs often
seek to negotiate lower rates through reductions in the base rates and/or
limitations on the fuel surcharges charged by Con-way Freight, which
adversely affect Con-way's Freight's ability to offset higher fuel costs with
higher revenue.
Con-way Truckload's fuel surcharge program mitigates the effect of rising
fuel prices but does not result in Con-way Truckload fully recovering its
cost of fuel. In part, this is due to fuel costs that cannot be billed to
customers, including costs such as those incurred in connection with empty
and out-of-route miles or when engines are being idled during cold or warm
weather. As with the LTL industry, there is no truckload industry-standard
fuel-surcharge formula.
Con-way would be adversely affected if, due to competitive and market
factors, its business units are unable to continue their current fuel-
surcharge programs and/or cost-recovery mechanisms. In addition, there can be
no assurance that the programs and/or mechanisms utilized by Con-way Freight
and Menlo Logistics, as currently maintained or as modified in the future,
will be sufficiently effective to offset increases in the price of fuel, or
that the programs maintained by Con-way Truckload will enable Con-way
Truckload to sufficiently minimize its exposure to fuel-related cost
increases.
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. Con-way does not currently use derivative financial
instruments to manage foreign currency risk.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.
(b) Internal Control Over Financial Reporting
There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.
Con-way acquired CFI on August 23, 2007, Cougar Logistics on September 5,
2007 and Chic Logistics on October 18, 2007. Management excluded these
acquired companies from its assessment of the effectiveness of disclosure
controls and procedures and internal control over financial reporting as of
March 31, 2008. Management was unable to assess the effectiveness of the
disclosure controls and procedures and internal control over financial
reporting of these acquired companies because of the timing of the
acquisitions. Management expects to update its assessment of the
effectiveness of the disclosure controls and procedures and internal control
over financial reporting to include these companies as soon as practicable
but in any event, no later than in the Form 10-K for the annual period ended
December 31, 2008.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Con-way, along with other companies engaged in the LTL trucking business, was
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. After this lawsuit was filed,
approximately 50 similar lawsuits were 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. In
December 2007, these cases were consolidated for litigation in the Federal
District Court for the Northern District of Georgia in Atlanta.
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.
Certain legal proceedings of Con-way are also discussed in Note 4,
"Discontinued Operations," and Note 12, "Commitments and Contingencies," of
Item 1, "Financial Statements."
ITEM 1A. RISK FACTORS
A detailed description of risk factors is included in Item 1A, "Risk
Factors," of Con-way's 2007 Annual Report on Form 10-K. Except for the
discussion included herein under "Fuel" of Part 1, Item 3, "Market Risk,"
there have been no changes to Con-way's risk-factors disclosures.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Shareholders Meeting held April 22, 2008, the following
proposals were presented with the indicated voting results:
For the purpose of electing members of the Board of Directors, the votes
representing shares of common and preferred stock were cast as follows:
Nominee For Against
-------------------- ------------ ------------
Michael J. Murray 37,351,536 8,810,809
Robert D. Rogers 43,996,321 2,166,024
William J. Schroeder 40,085,849 6,076,496
Chelsea C. White III 37,372,927 8,789,418
The following directors did not stand for election and continued in office as
directors after the Annual Shareholders Meeting: John J. Anton, William R.
Corbin, Margaret G. Gill, Robert Jaunich II, W. Keith Kennedy Jr., Admiral
Henry H. Mauz, Jr., John C. Pope, Douglas W. Stotlar, and Peter W. Stott.
The appointment of KPMG LLP as Con-way's independent registered public
accounting firm for the year 2008 was approved by the following vote: For
45,439,493; Against 403,367; Abstain 319,485.
Shareholders approved the shareholder proposal urging the Board of Directors
to take the necessary steps to declassify the Board for purposes of director
elections by the following vote: For 25,930,077; Against 16,572,267; Abstain
584,803; Broker non-votes 3,075,198.
ITEM 6. EXHIBITS
Exhibit No.
-----------
(31) Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
(32) Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Con-way Inc.
------------
(Registrant)
May 9, 2008 /s/ Kevin C. Schick
--------------------
Kevin C. Schick
Senior Vice President and
Chief Financial Officer