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 June 30, 2007
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
COMMISSION FILE NUMBER 1-5046
Con-way Inc.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
2855 Campus Drive, Suite 300, San Mateo, California 94403
Telephone Number (650) 378-5200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Number of shares of Common Stock, $.625 par value,
outstanding as of July 31, 2007: 45,113,411
CON-WAY INC.
FORM 10-Q
Quarter Ended June 30, 2007
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I.FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 2007 and December 31, 2006 3
Statements of Consolidated Income -
Three and Six Months Ended June 30, 2007 and 2006 5
Statements of Consolidated Cash Flows -
Six Months Ended June 30, 2007 and 2006 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 30
Item 4. Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 32
Item 1A. Risk Fctors 32
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 34
Item 6. Exhibits 34
Signatures 35
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
June 30, December 31,
ASSETS 2007 2006
------------ ------------
Current Assets
Cash and cash equivalents $ 345,373 $ 260,039
Marketable securities 197,550 184,525
Trade accounts receivable, net 467,064 439,727
Other accounts receivable 22,339 107,520
Operating supplies, at lower of average cost
or market 24,849 19,223
Prepaid expenses 35,270 34,445
Deferred income taxes 42,926 43,107
Assets of discontinued operations 2,057 1,898
------------ ------------
Total Current Assets 1,137,428 1,090,484
------------ ------------
Property, Plant and Equipment, at cost
Land 159,308 159,506
Buildings and leasehold improvements 708,230 688,644
Revenue equipment 947,698 970,290
Other equipment 249,071 239,244
------------ ------------
2,064,307 2,057,684
Accumulated depreciation and amortization (970,498) (939,709)
------------ ------------
1,093,809 1,117,975
------------ ------------
Other Assets
Deferred charges and other assets 27,932 26,621
Capitalized software, net 32,517 34,831
Deferred income taxes 22,601 31,978
------------ ------------
83,050 93,430
------------ ------------
Total Assets $ 2,314,287 $ 2,301,889
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands except per share amounts)
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2007 2006
------------ ------------
Current Liabilities
Accounts payable $ 255,956 $ 240,870
Accrued liabilities 248,214 202,923
Income taxes payable 6,839 --
Self-insurance accruals 98,079 92,372
Current maturities of long-term debt 22,722 18,635
Liabilities of discontinued operations 3,957 5,002
------------ ------------
Total Current Liabilities 635,767 559,802
Long-Term Liabilities
Long-term debt and guarantees 532,357 557,723
Self-insurance accruals 114,235 114,431
Employee benefits 264,183 314,559
Other liabilities and deferred credits 21,034 14,595
------------ ------------
Total Liabilities 1,567,576 1,561,110
------------ ------------
Commitments and Contingencies (Notes 2 and 11)
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 579,659 and 603,816
shares, respectively 6 6
Additional paid-in capital, preferred stock 88,160 91,834
Deferred compensation, defined contribution plan (26,404) (31,491)
------------ ------------
Total Preferred Shareholders' Equity 61,762 60,349
------------ ------------
Common stock, $.625 par value; authorized
100,000,000 shares; issued 61,878,378 and
61,616,649 shares, respectively 38,586 38,434
Additional paid-in capital, common stock 561,640 549,267
Retained earnings 909,106 847,068
Cost of repurchased common stock
(16,786,703 and 15,168,447 shares,
respectively) (724,341) (638,929)
------------ ------------
Total Common Shareholders' Equity 784,991 795,840
------------ ------------
Accumulated Other Comprehensive Loss (100,042) (115,410)
------------ ------------
Total Shareholders' Equity 746,711 740,779
------------ ------------
Total Liabilities and Shareholders'
Equity $ 2,314,287 $ 2,301,889
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues $1,073,717 $1,100,052 $2,075,908 $2,146,044
Costs and Expenses
Salaries, wages and
other employee benefits 461,202 440,032 901,204 870,794
Purchased transportation 269,531 301,867 526,390 604,983
Depreciation and
amortization 37,067 35,235 74,130 70,627
Maintenance 28,545 27,226 53,805 53,129
Rents and leases 18,699 19,538 36,933 39,242
Purchased labor 14,652 16,724 29,811 31,569
Other operating expenses 166,400 152,262 317,642 294,818
Loss (Income) from
equity investment -- (4,665) 2,699 (8,859)
----------- ----------- ----------- -----------
996,096 988,219 1,942,614 1,956,303
----------- ----------- ----------- -----------
Operating Income 77,621 111,833 133,294 189,741
----------- ----------- ----------- -----------
Other Income (Expense)
Investment income 5,854 6,680 11,302 13,622
Interest expense (8,773) (8,317) (17,324) (16,465)
Miscellaneous, net 418 174 193 656
----------- ----------- ----------- -----------
(2,501) (1,463) (5,829) (2,187)
----------- ----------- ----------- -----------
Income from Continuing
Operations before Income
Tax Provision 75,120 110,370 127,465 187,554
Income Tax Provision 25,670 34,418 47,296 63,609
----------- ----------- ----------- -----------
Income from Continuing
Operations 49,450 75,952 80,169 123,945
----------- ----------- ----------- -----------
Discontinued Operations,
net of tax
Loss from Discontinued
Operations -- (1,176) -- (1,929)
Gain (Loss) from
Disposal (1,310) (4,044) 1,609 (4,850)
----------- ----------- ----------- -----------
(1,310) (5,220) 1,609 (6,779)
Net Income 48,140 70,732 81,778 117,166
Preferred Stock Dividends 1,765 1,808 3,479 3,571
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 46,375 $ 68,924 $ 78,299 $ 113,595
=========== =========== =========== ===========
Net Income From Continuing
Operations Available to
Common Shareholders $ 47,685 $ 74,144 $ 76,690 $ 120,374
=========== =========== =========== ===========
Weighted-Average Common
Shares Outstanding
Basic 45,286,315 49,676,912 45,636,617 50,793,078
Diluted 48,415,928 53,104,005 48,757,823 54,228,769
Earnings (Loss) per
Common Share
Basic
Net Income from
Continuing Operations $ 1.05 $ 1.49 $ 1.68 $ 2.37
Loss from Discontinued
Operations -- (0.02) -- (0.04)
Gain (Loss)
from Disposal (0.03) (0.08) 0.04 (0.09)
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 1.02 $ 1.39 $ 1.72 $ 2.24
=========== =========== =========== ===========
Diluted
Net Income from
Continuing Operations $ 0.99 $ 1.40 $ 1.58 $ 2.23
Loss from Discontinued
Operations -- (0.02) -- (0.04)
Gain (Loss)
from Disposal (0.03) (0.08) 0.04 (0.09)
---------- ------------ ----------- -----------
Net Income Available to
Common Shareholders $ 0.96 $ 1.30 $ 1.62 $ 2.10
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
June 30,
-----------------------
2007 2006
----------- -----------
Cash and Cash Equivalents, Beginning of Period $ 260,039 $ 514,275
----------- -----------
Operating Activities
Net income 81,778 117,166
Adjustments to reconcile net income to net cash
provided by operating activities:
Discontinued operations, net of tax (1,609) 6,779
Depreciation and amortization, net of accretion 71,741 68,404
Increase in deferred income taxes 8,933 5,991
Amortization of deferred compensation 5,087 4,569
Share-based compensation 5,350 3,485
Provision for uncollectible accounts 1,455 1,251
Loss (Income) from equity investment 2,699 (8,859)
Gain from sales of property and equipment, net (1,136) (1,197)
Changes in assets and liabilities:
Receivables (29,961) 18,122
Prepaid expenses (825) (2,629)
Accounts payable 10,698 9,389
Accrued incentive compensation 750 944
Accrued liabilities, excluding accrued
incentive compensation and employee benefits 22,076 19,894
Self-insurance accruals 5,511 2,828
Income taxes 37,604 23,276
Employee benefits (8,717) (5,667)
Deferred charges and credits 2,016 13,938
Other (5,400) (8,489)
----------- -----------
Net Cash Provided by Operating Activities 208,050 269,195
----------- -----------
Investing Activities
Capital expenditures (57,407) (164,215)
Software expenditures (4,217) (6,252)
Proceeds from sales of property and equipment, net 10,223 4,050
Proceeds from sale of equity investment 51,900 --
Net increase in marketable securities (13,025) (13,124)
----------- -----------
Net Cash Used in Investing Activities (12,526) (179,541)
----------- -----------
Financing Activities
Repayment of long-term debt and guarantees (18,617) (15,016)
Proceeds from exercise of stock options 6,868 11,749
Excess tax benefit from stock option exercises 567 2,229
Payments of common dividends (9,164) (10,223)
Payments of preferred dividends (4,027) (4,311)
Repurchases of common stock (89,865) (261,783)
----------- -----------
Net Cash Used in Financing Activities (114,238) (277,355)
----------- -----------
Net Cash Provided by (Used in)
Continuing Operations 81,286 (187,701)
----------- -----------
Discontinued Operations
Net Cash Provided by (Used in) Operating Activities 4,048 (12,492)
Net Cash Used in Investing Activities -- (178)
----------- -----------
Net Cash Provided by (Used in) Discontinued
Operations 4,048 (12,670)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents 85,334 (200,371)
----------- -----------
Cash and Cash Equivalents, End of Period $ 345,373 $ 313,904
=========== ===========
Supplemental Disclosure
Cash paid for income taxes, net of refunds $ 488 $ 30,188
=========== ===========
Cash paid for interest, net of amounts capitalized $ 19,740 $ 20,597
=========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principal Accounting Policies
Organization
The term "Con-way" or "Company" refers to Con-way Inc. and its subsidiaries.
Con-way provides transportation and logistics services for a wide range of
manufacturing, industrial, and retail customers. For financial reporting
purposes, Con-way is divided into four reporting segments: Con-way Freight
and Transportation, Menlo Logistics, Vector and Con-way Other. Con-way
Freight and Transportation primarily provides regional next-day, second-day,
and transcontinental less-than-truckload freight transportation throughout
the U.S., and in Canada, Puerto Rico and Mexico, as well as asset-based
regional and transcontinental full-truckload services. Menlo Logistics
develops contract logistics solutions, including the management of complex
distribution networks and supply-chain engineering and consulting, and also
provides domestic brokerage services. Vector served as the lead logistics
manager for General Motors ("GM") prior to GM's exercise of its call right to
purchase Con-way's membership interest in Vector on June 23, 2006, as more
fully discussed in Note 3, "Sale of Unconsolidated Joint Venture." Certain
corporate activities are reported in the Con-way Other reporting segment.
Basis of Presentation
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the accompanying consolidated financial statements of Con-way
Inc. and its wholly owned subsidiaries have been prepared by Con-way, without
audit by an independent registered public accounting firm. In the opinion of
management, the consolidated financial statements include all normal
recurring adjustments necessary to present fairly the information required to
be set forth therein. Certain information and note disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") have been
condensed or omitted from these statements pursuant to such rules and
regulations and, accordingly, should be read in conjunction with the
consolidated financial statements included in Con-way's 2006 Annual Report on
Form 10-K. Results for the periods presented are not necessarily indicative
of annual results.
Earnings per Share ("EPS")
Basic EPS is computed by dividing reported earnings (loss) by the weighted-
average common shares outstanding. Diluted EPS is calculated as follows:
(Dollars in thousands Three Months Ended Six Months Ended
except per share data) June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Numerator:
Continuing operations
(after preferred stock
dividends), as reported $ 47,685 $ 74,144 $ 76,690 $ 120,374
Add-backs:
Dividends on Series B
preferred stock, net of
replacement funding 284 290 533 545
----------- ----------- ----------- -----------
Continuing operations 47,969 74,434 77,223 120,919
----------- ----------- ----------- -----------
Discontinued operations (1,310) (5,220) 1,609 (6,779)
----------- ----------- ----------- -----------
Available to common
shareholders $ 46,659 $ 69,214 $ 78,832 $ 114,140
=========== =========== =========== ===========
Denominator:
Weighted-average common
shares outstanding 45,286,315 49,676,912 45,636,617 50,793,078
Stock options and nonvested
stock 400,583 494,347 392,176 502,945
Series B preferred stock 2,729,030 2,932,746 2,729,030 2,932,746
----------- ----------- ----------- -----------
48,415,928 53,104,005 48,757,823 54,228,769
=========== =========== =========== ===========
Anti-dilutive stock
options not included in
denominator 851,899 321,700 878,399 325,700
=========== =========== =========== ===========
Earnings (Loss) per Diluted
Share:
Continuing operations $ 0.99 $ 1.40 $ 1.58 $ 2.23
Discontinued operations (0.03) (0.10) 0.04 (0.13)
----------- ----------- ----------- -----------
Available to common
shareholders $ 0.96 $ 1.30 $ 1.62 $ 2.10
=========== =========== =========== ===========
New Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair-value measurements. SFAS 157 applies to
other accounting pronouncements that require or permit fair-value
measurements and does not require any new fair-value measurements. The
effective date of SFAS 157 is the first fiscal year beginning after November
15, 2007, and interim periods within those years, which for Con-way is the
first quarter of 2008. Con-way does not expect the adoption of SFAS 157 to
have a material effect on its financial statements.
In February 2007, the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities," which permits an entity to
choose to measure many financial instruments and certain other items at fair
value at specified election dates. Subsequent unrealized gains and losses on
items for which the fair-value option has been elected will be reported in
earnings. The effective date for SFAS 159 is the first fiscal year beginning
after November 15, 2007, which for Con-way is the first quarter of 2008.
Con-way is currently evaluating the elective option under SFAS 159, but does
not expect that adoption will have a material effect on its financial
statements.
Reclassification
Certain amounts in the prior-period financial statements have been
reclassified to conform to the current-period presentation.
2. Discontinued Operations
Discontinued operations in the periods presented relate to (1) the closure of
Con-way Forwarding in June 2006, (2) the sale of Menlo Worldwide Forwarding,
Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively
"MWF") in December 2004, (3) the shut-down of Emery Worldwide Airlines, Inc.
("EWA") in December 2001, and (4) the spin-off of Consolidated Freightways
Corporation ("CFC") in December 1996. The results of operations, net
liabilities, and cash flows of discontinued operations have been segregated
from continuing operations, except where otherwise noted.
Results of discontinued operations are summarized below:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues
Con-way Forwarding $ -- $ 9,544 $ -- $ 21,699
Loss from Discontinued
Operations
Con-way Forwarding
Loss before income tax
benefit -- (1,493) -- (2,963)
Income tax benefit -- 317 -- 1,034
----------- ----------- ----------- -----------
$ -- $ (1,176) $ -- $ (1,929)
=========== =========== =========== ===========
Gain (Loss) from Disposal,
net of tax
Con-way Forwarding $ 156 $ (5,128) $ 156 $ (5,128)
MWF (60) 1,025 (33) 644
EWA (186) 225 2,706 (200)
CFC (1,220) (166) (1,220) (166)
----------- ----------- ----------- -----------
$ (1,310) $ (4,044) $ 1,609 $ (4,850)
=========== =========== =========== ===========
The assets and liabilities of discontinued operations are presented in the
consolidated balance sheets under the assets (or liabilities) of discontinued
operations. At June 30, 2007 and December 31, 2006, assets of discontinued
operations were $2.1 million and $1.9 million, respectively, and liabilities
of discontinued operations were $4.0 million and $5.0 million, respectively.
Con-way Forwarding
In June 2006, Con-way closed the operations of its domestic air freight
forwarding business known as Con-way Forwarding. The decision to close the
operating unit was made following management's detailed review of the unit's
competitive position and its prospects in relation to Con-way's long-term
strategies. As a result of the closure, Con-way in 2006 recognized net
losses of $4.2 million (net of $3.0 million of tax benefits), consisting
primarily of a $5.1 million second-quarter loss (net of a $2.8 million tax
benefit) for the write-off of non-transferable capitalized software and other
assets, a loss related to non-cancelable operating leases, and other costs.
MWF
In October 2004, Con-way and Menlo Worldwide, LLC ("MW") entered into a stock
purchase agreement with United Parcel Service, Inc. ("UPS") to sell all of
the issued and outstanding capital stock of MWF. Con-way completed the sale
in December 2004. The stock purchase agreement excludes the assets and
liabilities related to EWA, and the obligation related to former MWF
employees covered under Con-way's domestic pension, postretirement medical
and long-term disability plans. Under the stock purchase agreement, Con-way
has agreed to a three-year non-compete covenant that, subject to certain
exceptions, will limit Con-way's annual air freight and ocean forwarding
and/or customs brokerage revenues to $175 million through December 19, 2007.
Con-way has also agreed to indemnify UPS against certain losses that UPS may
incur after the closing of the sale with certain limitations. Any losses
related to these indemnification obligations or any other costs, including
any future cash expenditures, related to the sale that have not been
estimated and recognized will be recognized in future periods as an
additional loss from disposal when and if incurred.
See Note 2, "Discontinued Operations," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2006 Annual Report on Form 10-K for a
complete description of the disposition of MWF, including a discussion of
losses from impairment and disposal of MWF and of cash payments received from
UPS in connection with the sale of MWF. As more fully discussed in Note 9,
"Income Taxes," Con-way's disposal of MWF generated a capital loss for tax
purposes.
EWA
The results of EWA relate to the cessation of its air-carrier operations in
2001. In the periods presented, results from EWA relate to adjustments of
loss estimates, except for a first-quarter net gain in 2007 of $2.9 million
(net of tax of $1.7 million) that relates to a recovery of prior losses.
EWA's estimated loss reserves declined to $3.4 million at June 30, 2007, from
$4.0 million at December 31, 2006, due primarily to the cash payment of
liabilities. EWA's remaining loss reserves at June 30, 2007 were reported in
liabilities of discontinued operations and consisted of Con-way's estimated
remaining exposure related to the labor matters described below.
In connection with the cessation of its air-carrier operations in 2001, EWA
terminated the employment of all of its pilots and flight crewmembers. Those
pilots and crewmembers were represented by the Air Line Pilots Association
("ALPA") under a collective bargaining agreement. Subsequently, ALPA filed
grievances on behalf of the pilots and flight crewmembers protesting the
cessation of EWA's air-carrier operations and MWF's use of other air
carriers. These matters have been the subject of litigation in U.S. District
Court and state court in California, including litigation brought by ALPA and
by former EWA pilots and crewmembers no longer represented by ALPA. On June
30, 2006, EWA, for itself and for Con-way Inc. and Menlo Worldwide
Forwarding, Inc. ("MWF, Inc."), concluded a final settlement of the
California state court litigation. Under the terms of the settlement,
plaintiffs received a cash payment of $9.2 million from EWA, and the lawsuit
was dismissed with prejudice. The cash settlement reduced by an equal amount
EWA's estimated loss reserve applicable to the grievances filed by ALPA. On
August 8, 2006, EWA paid $10.9 million to settle the litigation brought by
ALPA that finally concluded litigation with former EWA pilots and flight
crewmembers still represented by ALPA as of that date. The remaining matters
are also the subject of a claim by former EWA pilots and flight crewmembers
no longer represented by ALPA that has been ordered by the court to binding
arbitration. Other former pilots have also initiated litigation in federal
court. Based on management's current evaluation, Con-way believes that it
has provided for its estimated remaining exposure related to these matters.
However, there can be no assurance in this regard as Con-way cannot predict
with certainty the ultimate outcome of these matters.
CFC
The results of CFC relate to Con-way's spin-off of CFC to Con-way's
shareholders on December 2, 1996. In connection with the spin-off of CFC,
Con-way agreed to indemnify certain states, insurance companies and sureties
against the failure of CFC to pay certain workers' compensation, tax and
public liability claims that were pending as of September 30, 1996. In the
periods presented, Con-way's losses related to CFC were due to revisions of
estimated losses related to indemnified workers' compensation liabilities.
3. Sale of Unconsolidated Joint Venture
Vector SCM, LLC ("Vector") was a joint venture formed with GM in December
2000 for the purpose of providing logistics management services on a global
basis for GM, and for customers in addition to GM.
GM Exercise of Call Right
On June 23, 2006, GM exercised its right to purchase Con-way's membership
interest in Vector. On December 11, 2006, an independent financial advisor
established a fair value for Vector that was agreed upon by Con-way and GM.
The advisor established a fair value of $96.4 million for the membership
interests of both joint-venture partners, including a fair value of $84.8
million that was attributable to Con-way's membership interest in Vector.
As a result of the agreed-upon valuation, Con-way in December 2006 recognized
a receivable from GM of $51.9 million (an amount equal to the $84.8 million
fair value of Con-way's membership interest reduced by Con-way's $32.9
million payable to Vector) and also recognized a $41.0 million gain (an
amount equal to the $51.9 million receivable reduced by Con-way's $9.0
million net investment in Vector and $1.9 million of sale-related costs). In
January 2007, Con-way received a $51.9 million payment from GM.
Operating Results from Vector
Although Con-way owned a majority interest in Vector, Con-way's portion of
Vector's operating results were reported as an equity-method investment based
on GM's ability to control certain operating decisions. Prior to the sale of
Vector, Con-way's proportionate share of the net income from Vector is
reported in Con-way's statements of consolidated income as a reduction of
operating expenses.
Except for the sale-related gain described above, Vector's segment results
subsequent to June 30, 2006 included only profit or loss associated with the
settlement of business-case activity related to the periods prior to June 30,
2006. In connection with these business cases, Con-way at December 31, 2006
reported a $2.7 million receivable from GM. Following negotiation with GM in
the first quarter of 2007, the business-case receivable due from GM could not
be collected, and accordingly, a $2.7 million charge was recognized in the
Vector reporting segment to write off the outstanding receivable from GM.
Transition and Related Services
Pursuant to a closing agreement, GM and Con-way specified the transition
services, primarily accounting assistance, and the compensation amounts for
such services, to be provided to GM through the transition period ended March
23, 2007. In addition, GM and Con-way entered into an agreement for Con-way
to provide certain information-technology support services at an agreed-upon
compensation through at least March 31, 2008. Under these agreements, Menlo
Logistics reported revenue of $2.8 million in the second quarter and $5.6
million in the first half of 2007, primarily for information-technology
services provided to GM.
See Note 3, "Investment in Unconsolidated Joint Venture," of Item 8,
"Financial Statements and Supplementary Data," in Con-way's 2006 Annual
Report on Form 10-K for a complete description of Vector, including a
discussion of Con-way's net investment in Vector and other sale-related
amounts.
4. Segment Reporting
Con-way discloses segment information in the manner in which the components
are organized for making operating decisions, assessing performance and
allocating resources. Management evaluates segment performance primarily
based on revenue and operating income (loss). Accordingly, interest expense,
investment income and other non-operating items are not reported in segment
results. Corporate expenses are generally allocated based on measurable
services provided to each segment, or for general corporate expenses, based
on segment revenue and capital employed. Inter-segment revenue and related
operating income have been eliminated to reconcile to consolidated revenue
and operating income.
For financial reporting purposes, Con-way is divided into four reporting
segments: Con-way Freight and Transportation, Menlo Logistics, Vector and
Con-way Other. Vector served as the lead logistics manager for GM prior to
GM's exercise of its call right to purchase Con-way's membership interest in
Vector on June 23, 2006. In December 2006, Con-way recognized the sale to GM
of Con-way's membership interest in Vector. The sale of Vector did not
qualify as a discontinued operation due to its classification as an equity-
method investment, and accordingly, Vector's income or losses are reported in
net income from continuing operations. Effective January 1, 2007, the
operating results of Vector are reported separately as a single reporting
segment and are excluded from the results of the Menlo Logistics reporting
segment. Segment reporting disclosures have been reclassified for all
periods presented.
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues from External
Customers
Con-way Freight
and Transportation $ 749,808 $ 754,353 $1,431,518 $1,450,483
Menlo Logistics 323,909 345,699 644,390 695,561
----------- ----------- ----------- -----------
$1,073,717 $1,100,052 $2,075,908 $2,146,044
=========== =========== =========== ===========
Inter-segment Revenues
Con-way Freight $ 11,738 $ 22,420 $ 25,540 $ 45,629
and Transportation
Menlo Logistics 123 226 240 226
----------- ----------- ----------- -----------
$ 11,861 $ 22,646 $ 25,780 $ 45,855
=========== =========== =========== ===========
Revenues before Inter-
segment Eliminations
Con-way Freight
and Transportation $ 761,546 $ 776,773 $1,457,058 $1,496,112
Menlo Logistics 324,032 345,925 644,630 695,787
Inter-segment
Revenue Eliminations (11,861) (22,646) (25,780) (45,855)
----------- ----------- ----------- -----------
$1,073,717 $1,100,052 $2,075,908 $2,146,044
=========== =========== =========== ===========
Operating Income (Loss)
Con-way Freight $
and Transportation $ 70,328 $ 102,276 $ 124,203 $ 169,079
Menlo Logistics 6,935 6,093 13,471 12,278
Vector -- 4,665 (2,699) 8,859
Con-way Other 358 (1,201) (1,681) (475)
----------- ----------- ----------- -----------
$ 77,621 $ 111,833 $ 133,294 $ 189,741
=========== =========== =========== ===========
5. Employee Benefit Plans
In the periods presented, employees of Con-way and its subsidiaries in the
U.S. were covered under several retirement benefit plans, including defined
benefit pension plans, a defined contribution retirement plan, and a
postretirement medical plan. Con-way's defined benefit pension plans include
"qualified" plans that are eligible for certain beneficial treatment under
the Internal Revenue Code ("IRC"), as well as "non-qualified" plans that do
not meet IRC criteria.
In October 2006, Con-way's Board of Directors approved changes to Con-way's
retirement benefit plans that are intended to preserve the retirement
benefits earned by existing employees under Con-way's primary qualified
defined benefit pension plan (the "Primary DB Plan") and its primary non-
qualified supplemental defined benefit pension plan (the "Supplemental DB
Plan") while expanding benefits earned under its defined contribution plan
(the "Primary DC Plan") and its new supplemental defined contribution plan
(the "Supplemental DC Plan"). The major provisions were effective January 1,
2007, and are more fully discussed in Note 9, "Employee Benefit Plans," of
Item 8, "Financial Statements and Supplementary Data," in Con-way's 2006
Annual Report on Form 10-K.
Defined Benefit Pension Plans
Con-way's qualified defined benefit pension plans (collectively, the
"Qualified Pension Plans") consist mostly of the Primary DB Plan, which
covers the non-contractual employees and former employees of Con-way's
continuing operations as well as former employees of its discontinued
operations. Con-way's other qualified defined benefit pension plans cover
only the former employees of discontinued operations.
Con-way also sponsors the Supplemental DB Plan and several other unfunded
non-qualified defined benefit plans (collectively, the "Non-Qualified Pension
Plans"). The Supplemental DB Plan provides additional benefits for certain
employees who are affected by IRC limitations on compensation eligible for
benefits available under the qualified Primary DB Plan.
Adoption of SFAS 158 - Measurement-Date Provision
Effective January 1, 2007, Con-way adopted the measurement-date provisions of
SFAS 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans - an amendment of SFAS 87, 88, 106, and 132R," which
require employers to measure plan assets and obligations as of the end of the
fiscal year. Accordingly, Con-way changed its measurement date to December
31 from November 30 for all of its defined benefit pension plans. Under the
transition provisions of SFAS 158, Con-way recognized a $21.3 million
decrease in plan-related employee benefit liabilities, an $8.3 million
decline in related deferred tax assets, and a $13.0 million increase in
shareholders' equity. The beginning-of-period increase to shareholders'
equity consisted of a $2.6 million decline in retained earnings to recognize
pension cost for December 2006 and a $15.6 million decline in accumulated
other comprehensive loss primarily to recognize the effect of an increase in
the plan-related discount rate to 5.95% at December 31, 2006 from 5.85% at
November 30, 2006.
Net Periodic Pension Expense (Income)
The following tables summarize the components of net periodic benefit expense
(income) for Con-way's defined benefit pension plans:
Qualified Pension Plans
------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- -----------
Service cost - benefits
earned during the period $ 15 $ 13,685 $ 55 $ 27,095
Interest cost on benefit
obligation 17,143 14,453 34,192 28,614
Expected return on plan
assets (25,205) (17,695) (48,472) (35,033)
Net amortization and
deferral (1,280) 2,019 (1,614) 3,997
----------- ----------- ----------- -----------
Net periodic benefit
expense (income) $ (9,327) $ 12,462 $ (15,839) $ 24,673
=========== =========== =========== ===========
Non-Qualified Pension Plans
------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- -----------
Service cost - benefits
earned during the period $ -- $ 201 $ -- $ 411
Interest cost on benefit
obligation 1,111 1,068 2,310 2,188
Net amortization and
deferral 517 566 1,095 1,159
----------- ----------- ----------- -----------
Net periodic benefit
expense $ 1,628 $ 1,835 $ 3,405 $ 3,758
=========== =========== =========== ===========
In April 2007, Con-way contributed $12.7 million to the Qualified Pension
Plans. Con-way does not currently anticipate making any further
contributions to the plans in 2007.
Defined Contribution Retirement Plan
Effective January 1, 2007, amendments to Con-way's Primary DC Plan increased
the contributions made by Con-way to its employees' 401(k) accounts. Con-way
doubled its discretionary matching contributions under the Primary DC Plan to
50% of the first 6 percent of employees' eligible compensation (from 50% of
the first 3 percent of eligible compensation) and now makes additional
contributions to employees' 401(k) accounts based on years of service. As a
result, Con-way's expense related to its contributions under the Primary DC
Plan was $23.0 million and $44.1 million in the second quarter and first half
of 2007, respectively, compared to $3.6 million and $7.4 million in the same
periods of 2006. At June 30, 2007 and December 31, 2006, Con-way had
recognized accrued liabilities of $20.0 million and $1.4 million,
respectively, for its contributions related to the Primary DC Plan.
Postretirement Medical Plan
The following table summarizes the components of net periodic benefit expense
for the postretirement medical plan:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2007 2006 2007 2006
----------- ----------- ----------- -----------
Service cost - benefits
earned during the period $ 829 $ 540 $ 1,410 $ 1,068
Interest cost on benefit
obligation 1,743 1,752 3,538 3,301
Net amortization and deferral 741 620 1,241 1,136
----------- ----------- ----------- -----------
Net periodic benefit expense $ 3,313 $ 2,912 $ 6,189 $ 5,505
=========== =========== =========== ===========
6. Comprehensive Income
Comprehensive income, which is a measure of all changes in equity except
those resulting from investments by owners and distributions to owners, was
as follows:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Net income $ 48,140 $ 70,732 $ 81,778 $ 117,166
Other comprehensive income
(loss):
Foreign currency
translation adjustment (261) (5) (235) 501
----------- ----------- ----------- -----------
Comprehensive income $ 47,879 $ 70,727 $ 81,543 $ 117,667
=========== =========== =========== ===========
7. Common Stock Repurchase Program
In April 2006, the Board of Directors authorized the repurchase of up to $400
million in Con-way's common stock through open-market transactions and
privately negotiated transactions from time to time in such amounts as
management deemed appropriate through June 30, 2007. Under the program,
which concluded on June 29, 2007, Con-way repurchased common stock of $399.5
million.
8. Share-Based Compensation
Under terms of the share-based compensation plans, Con-way grants various
types of share-based compensation awards to employees and directors. The
plan provides for awards in the form of stock options, nonvested stock (also
known as restricted stock), and performance-share plan units.
Stock options are granted at prices equal to the market value of the common
stock on the date of grant and expire 10 years from the date of grant.
Generally, stock options are granted with three- or four-year graded-vesting
terms, under which one-third or one-fourth of the award vests each year,
respectively. Stock options granted in and after December 2004 generally
have three-year graded-vesting terms, while stock options issued before that
date generally have four-year graded-vesting terms. Certain option awards
provide for accelerated vesting if there is a change in control (as defined
in the stock option plans). Effective September 26, 2006, Con-way established
vesting provisions for new option awards that generally provide for immediate
vesting of unvested shares upon retirement. Stock options issued before that
date generally provide for continued vesting subsequent to the employee's
retirement.
Shares of nonvested stock are valued at the market price of Con-way's common
stock at the date of award and are generally granted with three-year graded-
vesting terms.
In the first quarter of 2007, Con-way awarded performance-share plan units
("PSPUs") to its officer-level employees. These shares are valued at the
market price of Con-way's common stock at the date of award and vest three
years from the grant date if certain performance criteria are achieved.
PSPUs are subject to forfeiture if an award recipient leaves Con-way during
the three-year period. If the maximum performance criteria are attained,
award recipients may collectively earn up to 312,936 shares. The PSPUs were
awarded with a weighted-average grant-date value of $47. The amount of
expense recorded each period is based on Con-way's current estimate of the
number of shares that will ultimately vest.
The following expense was recognized for share-based compensation:
(Dollars in Three Months Ended Three Months Ended
thousands) June 30, 2007 June 30, 2006
----------------------------- -----------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- --------- --------- --------- --------- ---------
Salaries, wages
and other
employee
benefits $ 1,847 $ 1,122 $ 2,969 $ 1,491 $ 506 $ 1,997
Deferred income
tax benefit (706) (438) (1,144) (572) (198) (770)
--------- --------- --------- --------- --------- ---------
Net share-based
compensation
expense $ 1,141 $ 684 $ 1,825 $ 919 $ 308 $ 1,227
========= ========= ========= ========= ========= =========
(Dollars in Six Months Ended Six Months Ended
thousands) June 30, 2007 June 30, 2006
----------------------------- ----------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- --------- --------- --------- --------- ---------
Salaries, wages
and other
employee
benefits $ 3,356 $ 1,994 $ 5,350 $ 2,842 $ 643 $ 3,485
Deferred income
tax benefit (1,283) (778) (2,061) (1,091) (251) (1,342)
--------- --------- --------- --------- --------- ---------
Net share-based
compensation
expense $ 2,073 $ 1,216 $ 3,289 $ 1,751 $ 392 $ 2,143
========= ========= ========= ========= ========= =========
9. Income Taxes
Con-way's effective tax rate was 34.2% and 37.1% in the second quarter and
first half of 2007, respectively, and was 31.2% and 33.9% in the same
respective periods of last year. Excluding the effect of various discrete
tax adjustments, Con-way's second-quarter and first-half effective tax rate
in 2007 was 37.5% and 37.6%, respectively, and in 2006, was 37.6% and 37.8%,
respectively. The beneficial effect of discrete tax adjustments in all
periods presented primarily reflect the settlement of issues
following completion of an Internal Revenue Service ("IRS") audit.
At December 31, 2006, Con-way reported an income tax receivable of $31.5
million in other accounts receivable in the consolidated balance sheets. In
the first quarter of 2007, Con-way received federal income tax refunds of
$34.5 million, and at June 30, 2007, reported an accrued income tax liability
of $6.8 million.
Disposal-Related Capital Loss
Con-way's disposal of MWF in December 2004, as more fully discussed in Note
2, "Discontinued Operations," generated a capital loss for tax purposes.
Under current tax law, capital losses can only be used to offset capital
gains. Since Con-way did not forecast any significant taxable capital gains
in the five-year tax carry-forward period, the cumulative disposal-related
tax benefit was fully offset by a valuation allowance of an equal amount.
The remaining disposal-related tax benefit and the associated valuation
allowance increased to $30.4 million at June 30, 2007 from $11.8 million at
December 31, 2006, due primarily to a second-quarter revision to MWF's tax
basis, which Con-way initially estimated at the time of MWF's disposal.
Uncertain Tax Positions
In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of SFAS 109" ("FIN 48"),
which clarifies the accounting for uncertainty in tax positions. FIN 48 is a
comprehensive model for how a company should recognize, measure, present, and
disclose in its financial statements uncertain tax positions that the company
has taken or expects to take on a tax return. Tax positions shall be
recognized in the financial statements only when it is more likely than not
that the position will be sustained upon examination by a taxing authority.
If the position meets the more-likely-than-not criteria, it should be
measured using a probability-weighted approach as the largest amount of tax
benefit that is greater than 50% likely of being realized upon settlement.
It requires previously recognized tax positions that no longer meet the more-
likely-than-not recognition threshold to be derecognized in the first
subsequent financial reporting period in which the threshold is no longer
met.
Con-way adopted the provisions of FIN 48 on January 1, 2007. As of the
adoption date, Con-way reported gross tax-affected unrecognized tax benefits
of $7.6 million, including $1.2 million of accrued interest and penalties
related to the unrecognized tax benefits. Con-way classifies interest and
penalties expense related to income taxes as a component of income tax
expense. As of the adoption date, Con-way estimated that $5.4 million of the
unrecognized tax benefits, if recognized, would affect the effective tax
rate.
At June 30, 2007, Con-way's estimate of gross tax-affected unrecognized tax
benefits declined to $7.0 million primarily due to settlements following
completion of an IRS audit. In the next 12 months, Con-way does not expect a
significant increase or decrease to its estimates of unrecognized tax
benefits.
In the normal course of business, Con-way is subject to examination by taxing
authorities throughout the world. With few exceptions, Con-way is no longer
subject to U.S. federal examinations for years before 2003, and is no longer
subject to state, local, and foreign income-tax examinations for years before
1999. However, certain years remain subject to examination in the relevant
jurisdictions, including the years from 2003 to 2006 for U.S. federal income
taxes and the years from 1999 to 2006 for state, local and foreign income
taxes.
10. Acquisitions
Contract Freighters, Inc.
On July 13, 2007, Con-way Inc. entered into an agreement to acquire the
common stock of Transportation Resources, Inc. ("TRI") for an aggregate
purchase price of $750 million, subject to adjustment. TRI is the privately
held holding company for Contract Freighters, Inc. and other affiliated
companies (collectively, "CFI").
CFI is a North American truckload carrier headquartered in Joplin, Missouri,
and provides truckload services for customers throughout the U.S., Canada and
Mexico. CFI reported annual revenue of $427 million in 2006 and currently
operates over 2,600 tractors and more than 7,000 trailers, with more than
3,000 employees, including approximately 2,500 drivers.
The acquisition of TRI is subject to customary review by regulatory
authorities and fulfillment or waiver of closing conditions. The boards of
directors of both companies have approved the transaction, which is expected
to conclude during the 2007 third quarter. Con-way intends to fund the
acquisition with existing cash resources together with proceeds from debt
financing, either through the sale of debt securities in the public markets
or through bridge financing. Con-way has obtained a commitment to provide
bridge financing of up to $500 million, which is subject to certain
conditions, including satisfactory completion of the lender's due diligence
review of CFI.
Cougar Express Logistics
On June 7, 2007, Menlo Worldwide, LLC ("MW") entered into an agreement to
acquire the common stock of Cougar Holdings Pte Ltd., and its primary
subsidiary, Cougar Express Logistics ("Cougar"), for an aggregate purchase
price of $33.9 million, subject to adjustment. The purchase price includes a
$28.2 million cash payment and the assumption of $5.7 million in debt.
Cougar is a publicly traded freight forwarding, warehousing, logistics and
distribution-management company headquartered in Singapore. Cougar provides
its services to a client base of nearly 200 Asia-based and global businesses
with personnel, facilities and operations in 12 locations in Singapore,
Malaysia and Thailand. In its most recent fiscal year, Cougar reported annual
revenue of $23 million.
The acquisition of Cougar is subject to customary review by regulatory
authorities and fulfillment or waiver of closing conditions, and the
transaction is expected to conclude in the third quarter of 2007. Con-way
and MW intend to fund the acquisition with Con-way's existing cash resources.
11. Commitments and Contingencies
Spin-Off of CFC
On December 2, 1996, Con-way completed the spin-off of Consolidated
Freightways Corporation ("CFC") to Con-way's shareholders. CFC was, at the
time of the spin-off, a party to certain multiemployer pension plans covering
some of its current and former employees. The cessation of its U.S.
operations in 2002 resulted in CFC's "complete withdrawal" (within the
meaning of applicable federal law) from these multiemployer plans, at which
point it became obligated, under federal law, to pay its share of any
unfunded vested benefits under those plans.
It is possible that the trustees of CFC's multiemployer pension plans may
assert claims that Con-way is liable for amounts owing to the plans as a
result of CFC's withdrawal from those plans and, if so, there can be no
assurance that those claims would not be material. Con-way has received
requests for information regarding the spin-off of CFC from representatives
from some of the pension funds, and, in accordance with federal law, Con-way
has responded to those requests.
Con-way believes that it would ultimately prevail if any such claims were
made, although there can be no assurance in this regard due to various
unknowns, including possible adverse judicial decisions in other cases. Con-
way believes that the amount of those claims, if asserted, could be material,
and a judgment against Con-way for all or a significant part of these claims
could have a material adverse effect on Con-way's financial condition,
results of operations and cash flows.
Prior to the enactment in April 2004 of the Pension Funding Equity Act of
2004, if the multiemployer funds had asserted such claims against Con-way,
Con-way would have had a statutory obligation to make cash payments to the
funds prior to any arbitral or judicial decisions on the funds'
determinations. Under the facts related to the CFC withdrawals and the law
in effect after enactment of the Pension Funding Equity Act of 2004, Con-way
would no longer be required to make such payments to the multiemployer funds
unless and until final decisions in arbitration proceedings, or in court,
upheld the funds' determinations.
As a result of the matters discussed above, Con-way can provide no assurance
that matters relating to the spin-off of CFC will not have a material adverse
effect on Con-way's financial condition, results of operations or cash flows.
Other
In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001. The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment. The estimated range for potential loss on
this matter is zero to approximately $9 million, including interest. Con-way
intends to continue to vigorously defend the lawsuit.
Con-way is a defendant in various other lawsuits incidental to its
businesses. It is the opinion of management that the ultimate outcome of
these actions will not have a material effect on Con-way's financial
condition, results of operations or cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations (referred to as "Management's Discussion and Analysis") is
intended to assist in a historical and prospective understanding of Con-way's
financial condition, results of operations, and cash flows, including a
discussion and analysis of the following:
* Overview of Business
* Results of Operations
* Liquidity and Capital Resources
* Critical Accounting Policies and Estimates
* Forward-Looking Statements
Overview of Business
--------------------
The Company provides transportation and logistics services for a wide range
of manufacturing, industrial and retail customers. For financial reporting
purposes, Con-way is divided into four reporting segments: [1] Con-way
Freight and Transportation, which primarily provides freight services through
Con-way Freight, a provider of regional less-than-truckload ("LTL") freight
services, and Con-way Transportation, which consists of both Con-way
Truckload, a provider of full-truckload freight services, and Road Systems, a
trailer manufacturer; [2] Menlo Logistics, which provides integrated contract
logistics solutions; [3] Vector, which served as the former lead logistics
manager for GM prior to GM's exercise of its call right to purchase Con-way's
membership interest in Vector on June 23, 2006; and [4] Con-way Other, which
includes certain corporate activities.
Con-way's operating-unit results generally depend on the number, weight and
distance of shipments transported, the prices received on those shipments or
services, and the mix of services provided to customers, as well as the fixed
and variable costs incurred by Con-way in providing the services and the
ability to manage those costs under changing circumstances. Con-way Freight
and Transportation primarily transports shipments through a freight service
center network while 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 following table compares Con-way's consolidated operating results for
continuing and discontinued operations:
(Dollars in thousands Three Months Ended Six Months Ended
except per share amounts) June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Net Income (Loss)
Continuing Operations 1 $ 47,685 $ 74,144 $ 76,690 $ 120,374
Discontinued Operations (1,310) (5,220) 1,609 (6,779)
----------- ----------- ----------- -----------
Available to Common
Shareholders $ 46,375 $ 68,924 $ 78,299 $ 113,595
=========== =========== =========== ===========
Diluted Earnings (Loss)
per Share
Continuing Operations $ 0.99 $ 1.40 $ 1.58 $ 2.23
Discontinued Operations (0.03) (0.10) 0.04 (0.13)
----------- ----------- ----------- -----------
Available to Common
Shareholders $ 0.96 $ 1.30 $ 1.62 $ 2.10
=========== =========== =========== ===========
1 After preferred stock dividends
Con-way's second-quarter net income from continuing operations available to
common shareholders decreased 35.7% to $47.7 million in 2007, and in the
first six months, decreased 36.3% to $76.7 million due primarily to lower
operating income from Con-way Freight and Transportation and to the loss of
income from Vector following its sale to GM. Con-way's diluted earnings per
share from continuing operations in 2007 decreased 29.3% to $0.99 in the
second quarter, and in the first six months, decreased 29.1% to $1.58 due
primarily to a decline in net income that 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 48.4 million shares in the
second quarter of 2007 from 53.1 million shares in the same period of 2006,
and in the first six months, declined to 48.8 million shares in 2007 from
54.2 million shares in 2006.
Net income available to common shareholders in the periods presented include
the results of discontinued operations, which relate to the closure of Con-
way Forwarding, the sale of MWF, the shut-down of EWA, and the spin-off of
CFC, as more fully discussed in Note 2, "Discontinued Operations," of Item 1,
"Financial Statements." The resulting net income available to common
shareholders decreased to $46.4 million ($0.96 per diluted share) in the
second quarter of 2007 from $68.9 million ($1.30 per diluted share) in the
second quarter of 2006, and in the first six months, decreased to $78.3
million ($1.62 per diluted share) in 2007 from $113.6 million ($2.10 per
diluted share).
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) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues
Con-way Freight
and Transportation $ 749,808 $ 754,353 $1,431,518 $1,450,483
Menlo Logistics 323,909 345,699 644,390 695,561
----------- ----------- ----------- -----------
$1,073,717 $1,100,052 $2,075,908 $2,146,044
=========== =========== =========== ===========
Operating Income (Loss)
Con-way Freight
and Transportation $ 70,328 $ 102,276 $ 124,203 $ 169,079
Menlo Logistics 6,935 6,093 13,471 12,278
Vector -- 4,665 (2,699) 8,859
Con-way Other 358 (1,201) (1,681) (475)
----------- ----------- ----------- -----------
$ 77,621 $ 111,833 $ 133,294 $ 189,741
=========== =========== =========== ===========
Con-way's consolidated revenue for the second quarter and first half of 2007
decreased 2.4% and 3.3%, respectively, from the same periods last year, due
to decreases at both revenue-generating segments. Menlo Logistics' revenue
for the second quarter and first half of 2007 decreased 6.3% and 7.4%,
respectively, due principally to declines in carrier-management services,
partially offset by increases in warehouse-management services. Con-way
Freight and Transportation's revenue for the second quarter and first half of
2007 declined 0.6% and 1.3%, respectively, due primarily to a decline in
revenue from Con-way Transportation following the sale of the expedited-
shipping portion of the former Con-way Expedite and Brokerage business in
July 2006.
In the second quarter and first half of 2007, consolidated operating income
decreased 30.6% and 29.7%, respectively, from the same periods last year due
largely to lower operating income from Con-way Freight and Transportation and
from Vector. Con-way Freight and Transportation's operating income in the
second quarter and first half of 2007 decreased 31.2% and 26.5%,
respectively, due primarily to a higher-volume, lower-yield mix of revenue at
Con-way Freight and to higher employee costs. Lower operating income from
Vector reflects its sale, which was recognized in December 2006, as more
fully discussed in Note 3, "Sale of Unconsolidated Joint Venture," of Item 1,
"Financial Statements." In the first half of 2007, operating income included
a $2.7 million first-quarter loss for the write-off of a receivable related
to the Vector sale, while the second quarter and first half of 2006 included
income from Vector of $4.7 million and $8.9 million, respectively.
Under Con-way's re-branding initiative announced in April 2006, Con-way has
recognized expense of $7.3 million, including $2.9 million and $5.7 million
in the second quarter and first half of 2007, respectively, primarily for the
conversion of trailers to the new Con-way graphic identity and for new
uniforms. Under current estimates, Con-way expects to recognize
approximately $8 million of additional re-branding expenses in the remainder
of 2007 and another $8 million of re-branding expenses in 2008. Total
estimated expenses of $23 million for the re-branding initiative consist
primarily of the costs to re-brand tractors and trailers.
Other net expense increased $1.0 million in the second quarter of 2007 and
$3.6 million in the first half of 2007 due primarily to a decline in
investment income, which decreased $0.8 million and $2.3 million in the
second quarter and first half of 2007, respectively, due to a decrease in the
average balances of interest-bearing financial instruments resulting
primarily from common stock repurchases that were funded with cash and the
conversion of marketable securities. Other net expense was also affected by
an increase in interest expense of $0.5 million in the second quarter and
$0.9 million in the first half of 2007.
Con-way's effective tax rate was 34.2% and 37.1% in the second quarter and
first half of 2007, respectively, and was 31.2% and 33.9% in the same
respective periods of last year. Excluding the effect of various discrete
tax adjustments, Con-way's second-quarter and first-half effective tax rate
in 2007 was 37.5% and 37.6%, respectively, and in 2006, was 37.6% and 37.8%,
respectively. The beneficial effect of discrete tax adjustments in all
periods presented primarily reflect the settlement of issues following
completion of an IRS audit.
Reporting Segment Review
Con-way Freight and Transportation
The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Con-way Freight and
Transportation reporting segment:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenues $ 749,808 $ 754,353 $1,431,518 $1,450,483
Operating Income 70,328 102,276 124,203 169,079
Operating Margin 9.4% 13.6% 8.7% 11.7%
2007 vs. 2006 2007 vs. 2006
------------- -------------
Selected Con-way Freight
Operating Statistics
Revenue per day +0.8% -0.2%
Weight per day +4.4 +1.1
Revenue per hundredweight
("yield") -3.5 -1.2
Weight per shipment -0.4 -0.9
Con-way Freight and Transportation's revenue in the second quarter and first
half of 2007 declined 0.6% and 1.3%, respectively, from the same periods in
2006 due primarily to a decline in revenue from Con-way Transportation
following the sale of the expedited-shipping portion of the former Con-way
Expedite and Brokerage business in July 2006. Revenues in 2007 were also
affected by increases in weight per day and lower yields at Con-way Freight.
Weight per day in the second quarter and first half of 2007 increased 4.4%
and 1.1%, respectively, from the same periods in 2006. The amount of weight
transported increased, despite an increasingly price-sensitive and
competitive freight market, due to targeted sales initiatives that were
implemented to increase freight transported.
Yields declined 3.5% and 1.2% in the second quarter and first half of 2007,
respectively, due primarily to lower yields associated with new business
generated under Con-way's sales initiatives, to an increasingly price-
sensitive and competitive freight market that required defensive pricing for
certain customer relationships, and to an increase in freight shipped under
Con-way's spot-quote program. In the second quarter and first half of 2007,
Con-way's recent sales initiatives contributed to increased business levels
from large customers who typically command lower rates on a higher quantity
of freight. Also, in the current competitive freight market, Con-way
lowered rates when management considered it appropriate and necessary to
retain certain valued and profitable customer relationships. For the periods
presented, lower yields were due in part to Con-way's spot-quote program,
which places lower-yielding large shipments into empty linehaul segments,
making use of lower-cost under-utilized capacity.
Like other LTL carriers, Con-way Freight assesses many of its customers with
a fuel surcharge. Fuel surcharges are only one part of Con-way Freight's
overall rate structure, and the total price that Con-way Freight receives
from customers for its services is governed by market forces, as more fully
discussed below in Item 3, "Quantitative and Qualitative Disclosures About
Market Risk - Fuel." Although fuel surcharges increase the revenue per
hundredweight billed to customers, fuel surcharges did not have a significant
effect on second-quarter and first-half yield comparisons as yields excluding
fuel surcharges decreased 3.4% and 1.2% in the second quarter and first half
of 2007, respectively.
Con-way Freight and Transportation's operating income in the second quarter
and first half of 2007 decreased 31.2% and 26.5%, respectively, due primarily
to a higher-volume, lower-yield mix of revenue at Con-way Freight and to
higher employee costs. Employee costs in the second quarter and first half
of 2007 increased 4.7% and 3.1%, respectively, from the same periods in 2006
due largely to increases in base compensation and employee benefits. Base
compensation in the second quarter and first half of 2007 rose 6.6% and 4.1%,
respectively, reflecting wage and salary rate increases and increased costs
associated with driver recruitment and training, as driver count increased
during the period in response to increases in actual and anticipated freight
volumes. Employee benefits expense increased 2.1% and 3.4% in the second
quarter and first half of 2007, respectively, due largely to higher self-
insurance expense for health-care benefits and to increases in the costs for
paid time off and post-employment benefits, partially offset by lower costs
associated with workers' compensation claims.
Operating income was also negatively affected by increases in vehicular self-
insurance expense and costs incurred under Con-way's re-branding initiative.
Vehicular self-insurance expense increased 87.1% and 67.0% in the second
quarter and first half of 2007, respectively, due primarily to an $8.0
million loss related to a significant claim in the second quarter of 2007,
partially offset by improved overall vehicular-claim experience. Under Con-
way's re-branding initiative announced in April 2006, Con-way Freight
incurred $2.9 million and $5.7 million of costs in the second quarter and
first half of 2007, respectively, compared to $0.3 million in the second
quarter and first half of 2006. The re-branding costs were for expenses
related primarily to the conversion of trailers to the new Con-way graphic
identity and to new uniforms.
In the second quarter and first half of 2007, purchased transportation
expense decreased 15.9% and 19.4%, respectively, due primarily to a decline
in transportation requirements following the sale of the expedited-shipping
portion of the former Con-way Expedite and Brokerage business in July 2006,
partially offset by increases at Con-way Freight. Rent expense in the second
quarter and first half of 2007 decreased 14.2% and 18.6%, respectively, due
to a decreased demand for temporary rentals following tractor and trailer
acquisitions in 2006 and the expiration of a long-term lease for trailers.
Menlo Logistics
The table below compares operating results and operating margins of the Menlo
Logistics ("Logistics") reporting segment. The table summarizes Logistics'
gross revenues as well as net revenues (revenues less transportation
expenses). Carrier-management revenue is attributable to contracts for which
Logistics manages the transportation of freight but subcontracts the actual
transportation and delivery of products to third parties, which Logistics
refers to as purchased transportation. Logistics' management places emphasis
on net revenues as a meaningful measure of the relative importance of its
principal services since gross revenues earned on most carrier-management
services include the third-party carriers' charges to Logistics for
transporting the shipments.
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Summary of Segment Operating
Results
Revenues $ 323,909 $ 345,699 $ 644,390 $ 695,561
Purchased Transportation (217,998) (249,125) (434,356) (504,590)
----------- ----------- ----------- -----------
Net Revenues 105,911 96,574 210,034 190,971
Operating Income 6,935 6,093 13,471 12,278
Operating Margin on Revenue 2.1% 1.8% 2.1% 1.8%
Operating Margin on Net Revenue 6.5% 6.3% 6.4% 6.4%
Logistics' revenue in the second quarter and first half of 2007 decreased
6.3% and 7.4%, respectively, due principally to decreases in carrier-
management services, partially offset by increases in warehouse-management
services. In 2007, revenue from carrier-management services in the second
quarter and first half decreased 10.5% and 12.4%, respectively, while revenue
from warehouse-management services rose 5.0% and 7.9%, respectively.
Logistics' net revenue in the second quarter and first half of 2007 increased
9.7% and 10.0%, respectively. Higher net revenue in 2007 reflects reductions
in purchased transportation costs and an increase in the percentage of
revenue derived from warehouse-management services, which has the effect of
increasing gross revenues without an associated increase in purchased
transportation. In the second quarter and first half of 2007, purchased
transportation costs decreased 12.5% and 13.9%, respectively, due primarily
to decreases in carrier-management volumes and lower carrier rates.
Logistics' operating income in the second quarter and first half of 2007
increased 13.8% and 9.7%, respectively, over the same periods of last year,
due primarily to the growth in net revenue. Operating margins were positively
impacted by income from information-technology services provided to GM, as
more fully discussed in Note 3, "Sale of Unconsolidated Joint Venture," of
Item 1, "Financial Statements." Operating margins were negatively impacted by
increases in employee costs and allocated corporate costs, and from higher
expenses for rent and supplies. Employee costs in the second quarter and
first half of 2007 increased 8.2% and 10.1% respectively, which reflect
increases in base compensation and employee benefits. Base compensation in
the second quarter and first half of 2007 rose 9.2% and 9.9%, due primarily
to growth in headcount and, to a lesser extent, wage and salary rate
increases. Headcount increases were due in part to growth in warehouse-
management services. Employee benefits expense increased 15.2% and 17.7% in
the second quarter and first half of 2007, respectively, due principally from
higher self-insurance expense for health-care benefits. The cost of health-
care benefits in the first half of 2007 was significantly affected by a
single large first-quarter claim. Excluding the unusually large first-
quarter claim, health-care expenses in both the second quarter and first half
of 2007 were adversely affected by higher overall claims activity, due to an
increase in the cost per claim and in the number of claims. Corporate
administrative costs allocated to Logistics in the second quarter and first
half of 2007 increased by $3.2 million and $6.2 million, respectively, due
primarily to the allocation of costs associated with corporate information-
technology personnel who were retained by Con-way following the sale of
Vector to GM in December 2006. The associated costs of these employees were
allocated to Vector prior to its sale, but were allocated to Logistics
subsequent to the sale. The retained employees were utilized in providing
information-technology services to GM, as described above, and also to
provide services on other Logistics' information-technology initiatives.
Rent expense increased 10.4% and 12.2% in the second quarter and first half
of 2007, respectively, as a result of new warehouse customer space
requirements as well as facilities expansion with existing customers.
Supplies expense increased 18.9% and 20.4% in the second quarter and first
half of 2007, respectively, due to existing and new warehouse customer
service requirements.
Vector
In December 2006, Con-way recognized the sale to GM of Con-way's membership
interest in Vector. The sale of Vector did not qualify as a discontinued
operation due to its classification as an equity-method investment, and
accordingly, Vector's income or losses are reported in net income from
continuing operations.
In 2007, segment results reported from Con-way's equity investment in Vector
included a $2.7 million first-quarter loss compared to income of $4.7 million
and $8.9 million in the second quarter and first half of 2006, respectively.
The first-quarter loss in 2007 was due to the write-off of a business-case
receivable from GM, as more fully discussed in Note 3, "Sale of
Unconsolidated Joint Venture," of Item 1, "Financial Statements."
Con-way Other
The Con-way Other reporting segment consists of certain corporate activities
for which the related income (loss) has not been allocated to other reporting
segments. The table below summarizes the operating results for the Con-way
Other reporting segment:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Con-way re-insurance
activities $ 584 $ (976) $ (1,247) $ (622)
Con-way corporate
properties (271) (463) (725) (888)
Sales of non-operating
assets -- 280 -- 1,260
Other 45 (42) 291 (225)
----------- ----------- ----------- -----------
$ 358 $ (1,201) $ (1,681) $ (475)
=========== =========== =========== ===========
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents rose to $345.4 million at June 30, 2007 from $260.0
million at December 31, 2006, as $208.1 million provided by operating
activities exceeded $126.8 million used in investing and financing
activities. Investing activities in the first half of 2007 used $12.5
million, as capital expenditures and increased investments in marketable
securities were partially offset by $51.9 million of proceeds received from
the sale of Con-way's membership interest in Vector. In the first half of
2007, financing activities used $114.2 million, primarily for the repurchase
of $89.9 million of common stock. Con-way's cash flows are summarized in the
table below.
Discontinued operations in the periods presented relate to the closure of
Con-way Forwarding, the sale of MWF, the shut-down of EWA, and the spin-off
of CFC, as more fully discussed in Note 2, "Discontinued Operations," of Item
1, "Financial Statements."
Six Months Ended
(Dollars in thousands) June 30,
--------------------------
2007 2006
------------ ------------
Operating Activities
Net income $ 81,778 $ 117,166
Discontinued operations (1,609) 6,779
Non-cash adjustments (1) 94,129 73,644
------------ ------------
Net income before non-cash items 174,298 197,589
Changes in assets and liabilities 33,752 71,606
Net Cash Provided by Operating Activities 208,050 269,195
------------ ------------
Net Cash Used in Investing Activities (12,526) (179,541)
------------ ------------
Net Cash Used in Financing Activities (114,238) (277,355)
------------ ------------
Net Cash Provided by (Used in) Continuing
Operations 81,286 (187,701)
Net Cash Provided by (Used in) Discontinued
Operations 4,048 (12,670)
------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents $ 85,334 $ (200,371)
============ =============
(1) "Non-cash adjustments" refer to depreciation, amortization,
deferred income taxes, provision for uncollectible accounts,
equity-method income or loss, and other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first half of 2007 was $208.1
million, a $61.1 million decrease from the first half of 2006, due to a
decrease in net income before non-cash items and a decline in cash provided
by changes in assets and liabilities. In the first half of 2007, receivables
used $30.0 million, compared to $18.1 million provided in the same prior-year
period. Cash provided from income taxes increased to $37.6 million in the
first half of 2007 from $23.3 million in the same prior-year period, due
primarily to tax refunds received in March 2007. Employee benefits used $8.7
million in the first half of 2007 compared to $5.7 million in the same period
of 2006. Under benefit plan amendments that were effective on January 1,
2007, an increase in the obligation for Con-way's defined contribution
pension plan was largely offset by a decline in the obligation related to
Con-way's defined benefit pension plans, as more fully discussed in Note 5,
"Employee Benefit Plans," of Item 1, "Financial Statements." Cash provided
by deferred charges and credits decreased to $2.0 million in the first six
months of 2007 from $13.9 million provided in the same period of 2006,
primarily due to the sale of Con-way's membership interest in Vector. In the
first six months of 2006, cash provided by deferred charges and credits
reflects variations in Con-way's affiliate payable to Vector.
Investing Activities
Cash used in investing activities decreased to $12.5 million in the first
half of 2007 from $179.5 million in the first half of 2006 due primarily to a
decline 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.
Capital expenditures in the first half of 2007 decreased $106.8 million from
the same prior-year period due primarily to fewer tractor and trailer
expenditures at Con-way Freight and Transportation. The prior year includes
an above-average number of tractors acquired in advance of new governmental
emission standards. Proceeds from the sale of properties and equipment
increased $6.2 million in the first half of 2007 compared to the same period
of 2006 due primarily to the sale of Con-way Truckload tractors. In both
periods presented, investing activities also reflect increases in short-term
marketable securities, which used $13.0 million and $13.1 million in the
first half of 2007 and 2006, respectively.
Financing Activities
Financing activities used cash of $114.2 million in the first half of 2007
compared to $277.4 million in the same period of 2006, due substantially to a
decline in common stock repurchases made under Con-way's repurchase program.
Under the program, common stock repurchases fell to $89.9 million in the
first half of 2007 from $261.8 million in the first half of 2006. The
repurchase program concluded on June 29, 2007 and no additional purchases
will be made under the program. Financing activities in both periods
presented also reflect proceeds from the exercise of stock options, dividend
payments and scheduled principal payments for notes related to Con-way's
defined contribution retirement plan.
Con-way has a $400 million revolving credit facility that matures on
September 30, 2011. The revolving credit facility is available for cash
borrowings and for the issuance of letters of credit up to $400 million. At
June 30, 2007, no borrowings were outstanding under Con-way's revolving
credit facility and $202.6 million of letters of credit were outstanding,
leaving $197.4 million of available capacity for additional letters of credit
or cash borrowings, subject to compliance with financial covenants and other
customary conditions to borrowing. Con-way had other uncommitted unsecured
credit facilities totaling $40.0 million. Under these facilities, a total of
$17.5 million of letters of credit, bank guarantees, and overdraft facilities
were outstanding at June 30, 2007.
As more fully discussed in Note 10, "Acquisitions," of Item 1, "Financial
Statements," Con-way on July 13, 2007 entered into an agreement to acquire
the common stock of Transportation Resources, Inc. ("TRI"), the privately
held holding company for Contract Freighters, Inc. and other affiliated
companies (collectively, "CFI"). Con-way intends to fund the acquisition with
existing cash resources together with proceeds from debt financing, either
through the sale of debt securities in the public markets or through bridge
financing. Con-way has obtained a commitment to provide bridge financing of
up to $500 million, which is subject to certain conditions including
satisfactory completion of the lender's due diligence review of CFI.
See "- Forward-Looking Statements" below; Item 1A, "Risk Factors" of Part II,
"Other Information;" and Note 5, "Debt and Other Financing Arrangements," of
Item 8, "Financial Statements and Supplementary Data," in Con-way's 2006
Annual Report on Form 10-K for additional information concerning Con-way's
$400 million credit facility and its other debt instruments.
Contractual Cash Obligations
Con-way's contractual cash obligations as of December 31, 2006 are summarized
in Con-way's 2006 Annual Report on Form 10-K under Item 7, "Management's
Discussion and Analysis - Liquidity and Capital Resources - Contractual Cash
Obligations." In the first six months of 2007, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business.
In 2007, Con-way anticipates capital and software expenditures of
approximately $185 million or approximately $123 million of additional
expenditures in the remaining half of 2007. Con-way's estimate for capital
expenditures primarily includes acquisitions of additional tractor and
trailer equipment, land, and development of new and existing facilities. Con-
way's actual 2007 capital expenditures may differ from the estimated amount,
depending on factors such as availability and timing of delivery of
equipment, the availability of land in desired locations for new facilities,
and the timing of obtaining permits, environmental studies and other
approvals necessary for the development of new and existing facilities. The
planned expenditures do not represent contractual obligations.
Other
Con-way's ratio of total debt to capital decreased to 42.6% at June 30, 2007
from 43.8% at December 31, 2006, due primarily to the increase in retained
earnings from net income earned in 2007, the net increase in common
shareholders' equity on adoption of the measurement-date provisions of SFAS
158, and an $18.6 million debt repayment in January of 2007. The increases
in common shareholders' equity were partially offset by the share repurchases
in 2007.
Con-way believes that its working capital requirements and capital
expenditure plans in the foreseeable future will be adequately met with
various sources of liquidity and capital, including Con-way's cash and cash
equivalents, marketable securities, cash flow from operations, credit
facilities and access to capital markets. At June 30, 2007, Con-way's senior
unsecured debt was rated as investment grade by Standard and Poor's (BBB),
Fitch Ratings (BBB), and Moody's (Baa3).
Critical Accounting Policies and Estimates
------------------------------------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. requires management to adopt
accounting policies and make significant judgments and estimates. In many
cases, there are alternative policies or estimation techniques that could be
used. Con-way maintains a process to evaluate the appropriateness of its
accounting policies and estimation techniques, including discussion with and
review by the Audit Committee of its Board of Directors and its independent
registered public accounting firm. Accounting policies and estimates may
require adjustment based on changing facts and circumstances and actual
results could differ from estimates.
Information concerning Con-way's "Critical Accounting Policies and Estimates"
are included in Item 7, "Management's Discussion and Analysis," in Con-way's
2006 Annual Report on Form 10-K. Con-way believes that the accounting
policies that are most judgmental and material to the financial statements
are those related to the following:
* Employee Retirement Benefit Plans
* Self-Insurance Accruals
* Income Taxes
* Disposition and Restructuring Estimates
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
Other than the recent adoption of the accounting pronouncements described
below, there have been no significant changes to Con-way's critical
accounting policies and estimates during the first six months of 2007.
Employee Retirement Benefit Plans
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of SFAS
87, 88, 106, and 132R." Effective on December 31, 2006, Con-way adopted the
recognition and related disclosure provisions of SFAS 158, as more fully
discussed in Note 9, "Employee Benefit Plans," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2006 Annual Report on Form
10-K. Effective January 1, 2007, Con-way adopted the measurement-date
provisions of SFAS 158, which require employers to measure plan assets and
obligations as of the end of the fiscal year. Accordingly, Con-way changed
its measurement date to December 31 from November 30 for all of its defined
benefit pension plans. Under the transition provisions of SFAS 158, Con-way
recognized a $21.3 million decrease in plan-related liabilities, an $8.3
million decline in related deferred tax assets, and a $13.0 million increase
in shareholders' equity. The beginning-of-period increase to shareholders'
equity consisted of a $2.6 million decline in retained earnings to recognize
service cost for December 2006 and a $15.6 million decline in accumulated
other comprehensive loss to recognize the effect of an increase in the plan-
related discount rate.
The effect of adoption of SFAS 158's measurement-date provisions to Con-way's
financial statements as of and for the six months ended June 30, 2007 was
primarily the result of an increase in the discount rate (used to measure
plan-related obligations) to 5.95% at December 31, 2006 from 5.85% at
November 30, 2006. This increase in discount rate reduced Con-way's
estimated plan obligation, as described above, and will also increase
estimated annual pension income in 2007 by $7.7 million. Following
completion of final actuarial calculations, Con-way estimates that the
defined benefit pension plans in 2007 will result in annual pension income of
$25 million, based primarily on an expected return on plan assets that
exceeds the interest cost on plan benefit obligations.
Income Taxes
Effective on January 1, 2007, Con-way adopted the provisions of FIN 48,
"Accounting for Uncertainty in Income Taxes," as more fully discussed in Note
9, "Income Taxes," of Item 1, "Financial Statements." Con-way assesses its
income tax positions and records tax benefits for all years subject to
examination based upon management's evaluation of the facts, circumstances,
and information available at the reporting date. For those positions where
it is more likely than not that a tax benefit will be sustained, Con-way has
recorded the largest amount of tax benefit with a greater-than-50-percent
likelihood of being realized upon ultimate settlement with a taxing authority
that has full knowledge of all relevant information. For those income tax
positions where it is not more likely than not that a tax benefit will be
sustained, no tax benefit has been recognized in the financial statements.
Forward-Looking Statements
--------------------------
Certain statements included herein constitute "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to a number of risks and uncertainties, and should
not be relied upon as predictions of future events. All statements other
than statements of historical fact are forward-looking statements, including:
* any projections of earnings, revenues, weight, yield, volumes, income or
other financial or operating items;
* any statements of the plans, strategies, expectations or objectives of
Con-way's management for future operations or other future items;
* any statements concerning proposed new products or services;
* any statements regarding Con-way's estimated future contributions to
pension plans;
* any statements as to the adequacy of reserves;
* any statements regarding the outcome of any claims that may be brought
against Con-way by CFC's multi-employer pension plans;
* any statements regarding future economic conditions or performance;
* any statements regarding the proposed acquisition of Transportation
Resources, Inc. and proposed related financing;
* any statements regarding the outcome of legal and other claims and
proceedings against Con-way, and
* any statements of estimates or belief and any statements or assumptions
underlying the foregoing.
Certain such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of those terms or other variations of those
terms or comparable terminology or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent on
assumptions, data and methods that may be incorrect or imprecise and there
can be no assurance that they will be realized. In that regard, the
following factors, among others and in addition to the matters discussed
elsewhere in this document and other reports and documents filed by Con-way
with the Securities and Exchange Commission, could cause actual results and
other matters to differ materially from those discussed in such forward-
looking statements:
* changes in general business and economic conditions, including the
global economy;
* the creditworthiness of Con-way's customers and their ability to pay for
services rendered;
* increasing competition and pricing pressure;
* availability of fuel and changes in fuel prices or fuel surcharges;
* the effects of the cessation of EWA's air-carrier operations;
* the possibility that Con-way may, from time to time, be required to
record impairment charges for long-lived assets;
* the proposed acquisition of Transportation Resources, Inc. and proposed
related financing (including without limitation the possibility that
such acquisition may not be consummated due to failure of regulatory
approval or other closing conditions to be satisfied, risks relating to
the financing, integration risks and risks that acquisition synergies
are not realized);
* the possibility of defaults under Con-way's $400 million credit
agreement and other debt instruments (including without limitation
defaults resulting from unusual charges);
* the possibility that Con-way may be required to repay certain
indebtedness in the event that the ratings assigned to its long-term
senior debt by credit rating agencies are reduced;
* labor matters, including the grievances by furloughed EWA pilots and
crew members, labor-organizing activities, work stoppages or strikes;
* enforcement of and changes in governmental regulations, including the
effects of new regulations issued by the Department of Homeland
Security;
* environmental and tax matters;
* matters relating to Con-way's 1996 spin-off of CFC, including the
possibility that CFC's multi-employer pension plans may assert claims
against Con-way, that Con-way may not prevail in those proceedings and
that Con-way may not have the financial resources necessary to satisfy
amounts payable to those plans;
* matters relating to the sale of MWF, including Con-way's obligation to
indemnify UPS for certain losses in connection with the sale, and
* matters relating to Con-way's defined benefit and defined contribution
pension plans.
As a result of the foregoing, no assurance can be given as to future
financial condition, results of operations, or cash flows. See Note 11,
"Commitments and Contingencies," of Item 1, "Financial Statements."
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices, and foreign currency exchange rates.
Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk. Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure. Derivative
financial instruments held by Con-way at June 30, 2007 did not have a
material effect on Con-way's financial statements.
Interest Rates
Con-way is subject to the effect of interest rate fluctuations on the fair
value of its long-term debt and on the amount of interest income earned on
cash-equivalent investments and short-term marketable securities, as more
fully discussed in Item 7A, "Quantitative and Qualitative Disclosures About
Market Risk," of Con-way's 2006 Annual Report on Form 10-K.
Fuel
Con-way is exposed to the effects of changes in the availability and price of
diesel fuel. Generally, fuel can be obtained from various sources and in the
desired quantities. However, an inability to obtain fuel could have a
material adverse effect on Con-way. Con-way Freight and Transportation is
subject to the risk of price fluctuations. Like other LTL carriers, Con-way
Freight assesses many of its customers with a fuel surcharge. The fuel
surcharge is a part of Con-way Freight's overall rate structure for customers
and is intended to compensate Con-way Freight for the adverse effects of
higher fuel costs. In periods of rising fuel prices, the fuel surcharge
typically increases Con-way Freight's yields and revenue, and Con-way Freight
generally recovers more than the cost of higher fuel and fuel-related
increases in purchased transportation. Con-way cannot predict the future
movement of fuel prices, Con-way Freight's ability to recover higher fuel
costs through fuel surcharges, or the effect that changes in fuel surcharges
may have on Con-way Freight's overall rate structure. Con-way Freight's
operating income may be adversely affected by a decline in fuel prices as
lower fuel surcharges would reduce its yield and revenue. Whether fuel
prices increase, decrease, or remain constant, Con-way's operating income may
be adversely affected if market pressures limited Con-way Freight's ability
to assess its fuel surcharges.
Foreign Currency
The assets and liabilities of Con-way's foreign subsidiaries are denominated
in foreign currencies, which create exposure to changes in foreign currency
exchange rates. However, the market risk related to foreign currency
exchange rates is not material to Con-way's financial condition, results of
operations, or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.
(b) Internal Control Over Financial Reporting.
There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Certain legal proceedings of Con-way are also discussed in Note 2,
"Discontinued Operations," and Note 11, "Commitments and Contingencies," of
Part 1 Item 1, "Financial Statements."
Con-way, along with 11 other companies engaged in the LTL trucking business,
has been named as a defendant in a purported class-action lawsuit filed on
July 30, 2007 in the United States District Court for the Southern District
of California. The named plaintiffs, Farm Water Technological Services Inc.
d/b/a Water Tech. and C.B.J.T. d/b/a Agricultural Supply, allege that the
defendants have conspired to fix fuel surcharges for LTL shipments in
violation of Federal antitrust laws and are seeking treble damages,
injunctive relief, attorneys' fees and costs. Con-way is currently reviewing
the allegations made in the complaint.
In 2003, prior to the sale of MWF to UPS, Con-way became aware of information
that Emery Transnational, a Philippines-based joint venture in which MWF,
Inc. may be deemed to be a controlling partner, may have made certain
payments in violation of the Foreign Corrupt Practices Act. Con-way promptly
notified the Department of Justice and the Securities and Exchange Commission
of this matter, and MWF, Inc. instituted policies and procedures in the
Philippines designed to prevent such payments from being made in the future.
Con-way was subsequently advised by the Department of Justice that it is not
pursuing an investigation of this matter. Con-way conducted an internal
investigation of approximately 40 other MWF, Inc. international locations and
has shared the results of the internal investigation with the SEC. The
internal investigation revealed that Menlo Worldwide Forwarding (Thailand)
Limited, a Thailand-based joint venture, also may have made certain payments
in violation of the Foreign Corrupt Practices Act. MWF, Inc. made certain
personnel changes and instituted policies and procedures in Thailand designed
to prevent such payments from being made in the future. In December 2004,
Con-way completed the sale of its air freight forwarding business (including
the stock of MWF, Inc., Emery Transnational and Menlo Worldwide Forwarding
(Thailand) Limited) to an affiliate of UPS. In connection with that sale,
Con-way agreed to indemnify UPS for certain losses resulting from violations
of the Foreign Corrupt Practices Act. Con-way is currently unable to predict
whether it will be required to make payments under the indemnity or whether
the SEC will impose fines or other penalties directly on Con-way as of result
of the actions of Emery Transnational.
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in
Item 1A, "Risk Factors," of Con-way's 2006 Annual Report on Form 10-K, except
for risks related to the acquisition of TRI, as more fully discussed herein
below and in Note 10, "Acquisitions," of Part 1 Item 1, "Financial
Statements." TRI is the privately held holding company for Contract
Freighters, Inc. and other affiliated companies (collectively, "CFI").
Con-way's acquisition of CFI is subject to various risks, including the
possibility that the acquisition will not be completed and the possibility
that the expected benefits of the acquisition will not be realized.
Con-way's acquisition of CFI is subject to the satisfaction or waiver of
specified conditions to closing, as set forth in the merger agreement, and
the acquisition also requires that Con-way obtain financing to fund a portion
of the transaction, either through the sale of debt securities in the public
markets or through bridge financing. Con-way has obtained a commitment from
Goldman Sachs Credit Partners LP ("Goldman") to provide bridge financing of
up to $500 million, which is subject to certain conditions, including
satisfactory completion of Goldman's due diligence review of CFI. If Con-way
is unable to obtain the required financing at closing or if any of the
conditions to closing are not satisfied or waived, the acquisition will not
be completed. If the acquisition is not completed, the price of Con-way's
common stock may decline. Con-way will also be obligated to pay certain
transaction-related fees, including legal and accounting fees incurred in
connection with the acquisition, whether or not the acquisition is completed,
and such costs would be recognized as expense in the period in which such a
determination is made. Furthermore, if the acquisition is not completed,
Con-way's operations could be adversely affected by cost increases and
deterioration in service performance at Con-way Truckload, due in part to
above-average employee turnover at Con-way Truckload following Con-way's
announcement of the CFI acquisition.
While Con-way currently expects that CFI's management team and its customer
base will remain with CFI after closing, there can be no assurance in this
regard. The departure of one or more key CFI executives or the loss of one
or more significant customers could have an adverse effect on the acquired
business. Con-way has entered into employee-retention agreements with
certain key CFI executives that provide for the forfeiture of escrowed funds
if the executive leaves the employ of CFI prior to specified dates following
the closing of the acquisition.
In addition, Con-way may not be able to realize all of the operating
efficiencies, synergies, cost savings or other benefits expected from the
acquisition, and may incur higher-than-expected costs and encounter other
difficulties when integrating CFI into the Con-way organization. The success
of the acquisition depends, in part, on Con-way's ability to realize the
anticipated synergies, cost savings and growth opportunities from integrating
CFI's business with Con-way's existing businesses. Con-way's success in
realizing these benefits and the timing of this realization depend upon the
successful integration of the operations of CFI. The integration process may
be complex, costly and time-consuming. The difficulties of integrating the
operations of CFI include, among others:
* unanticipated issues in integrating information, communications and
other systems;
* retaining key employees;
* consolidating corporate and administrative infrastructures; and
* the diversion of management's attention from ongoing business concerns.
Con-way and CFI may not accomplish this integration smoothly or successfully.
The diversion of the attention of management from its current operations to
the integration effort and any difficulties encountered in combining
operations could prevent Con-way from realizing the full benefits anticipated
to result from the acquisition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides a summary of shares repurchased during the
quarter ended June 30, 2007:
Total Average Total Number of Maximum Dollar Value
Number of Price Shares Purchased as of Shares that May
Shares Paid per Part of Publicly Yet be Purchased
Purchased Share Announced Program Under the Program
[1] [1] [1]
---------- --------- ------------------- ---------------------
April 1, 2007-
April 30, 2007 218,000 $54.67 218,000 $ 33,341,779
May 1, 2007-
May 31, 2007 471,000 $55.34 471,000 $ 7,274,297
June 1, 2007-
June 30, 2007 126,000 $54.00 126,000 $ 470,677
---------- ----------
Total 815,000 $54.96 815,000 $ --
=========== ==========
[1] In April 2006, the Board of Directors authorized the repurchase of up to
$400 million in Con-way's common stock through open-market transactions and
privately negotiated transactions. Con-way concluded the repurchase program
on June 29, 2007.
ITEM 6. EXHIBITS
Exhibit No.
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(10) Material Contracts
10.1 Agreement and Plan of Merger dated as of July 13, 2007, by and among
the Company, Seattle Acquisition Corporation, a Missouri corporation
and a wholly owned subsidiary of the Company, Transportation
Resources, Inc., a Missouri corporation, the Shareholders' Agent
(as defined therein) and the Principal Shareholders
(as defined therein).*
(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
(99) Additional documents:
99.1 Computation of Ratios of Earnings to Fixed Chares
* Confidential treatment has been requested for portions of the signature
page to this exhibit. The copy filed herewith omits the information subject
to the confidentiality requested. Omissions are designated with [***]. A
complete version of this exhibit has been filed separately with the United
States Securities and Exchange Commission.
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)
August 7, 2007 /s/ Kevin C. Schick
-------------------
Kevin C. Schick
Senior Vice President and
Chief Financial Officer