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, 2009
OR
___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
----- -----
COMMISSION FILE NUMBER 1-5046
Con-way Inc.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
2855 Campus Drive, Suite 300, San Mateo, California 94403
Telephone Number (650) 378-5200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(*232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
Smaller reporting company
---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Number of shares of Common Stock, $.625 par value,
outstanding as of July 31, 2009: 49,022,759
CON-WAY INC.
FORM 10-Q
Quarter Ended June 30, 2009
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 2009 and December 31, 2008 3
Statements of Consolidated Operations -
Three and Six Months Ended June 30, 2009 and 2008 5
Statements of Consolidated Cash Flows -
Six Months Ended June 30, 2009 and 2008 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures about Market Risk 32
Item 4. Controls and Procedures 34
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 35
Item 1A.Risk Factors 35
Item 4. Submission of Matters to a Vote of Security Holders 36
Item 6. Exhibits 37
Signatures 38
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, December 31,
ASSETS 2009 2008
------- ------------ ------------
(Unaudited)
Current Assets
Cash and cash equivalents $ 248,314 $ 278,253
Marketable securities 149,212 --
Trade accounts receivable, net 502,173 516,910
Other accounts receivable 34,083 51,576
Operating supplies, at lower of
average cost or market 21,664 24,102
Prepaid expenses and other assets 41,292 42,278
Deferred income taxes 35,451 37,963
------------ ------------
Total Current Assets 1,032,189 951,082
------------ ------------
Property, Plant and Equipment
Land 194,963 194,330
Buildings and leasehold improvements 805,768 803,511
Revenue equipment 1,355,948 1,350,514
Other equipment 291,237 292,761
------------ ------------
2,647,916 2,641,116
Accumulated depreciation and amortization (1,241,073) (1,169,160)
------------ ------------
Net Property, Plant and Equipment 1,406,843 1,471,956
------------ ------------
Other Assets
Deferred charges and other assets 41,761 43,012
Capitalized software, net 25,696 29,345
Marketable securities 7,182 6,712
Intangible assets, net 25,149 27,336
Goodwill 353,367 487,956
Deferred income taxes -- 54,308
------------ ------------
453,155 648,669
------------ ------------
Total Assets $ 2,892,187 $ 3,071,707
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2009 2008
------------------------------------- ------------ ------------
(Unaudited)
Current Liabilities
Accounts payable $ 284,629 $ 273,784
Accrued liabilities 251,009 258,350
Self-insurance accruals 86,167 94,663
Short-term borrowings 10,975 7,480
Current maturities of long-term debt 206,309 23,800
------------ ------------
Total Current Liabilities 839,089 658,077
Long-Term Liabilities
Long-term debt and guarantees 718,047 926,224
Self-insurance accruals 155,171 152,435
Employee benefits 361,967 659,508
Other liabilities and deferred credits 46,271 49,871
Deferred income taxes 65,381 --
------------ ------------
Total Liabilities 2,185,926 2,446,115
------------ ------------
Commitments and Contingencies (Note 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 zero and 523,911
shares, respectively -- 5
Additional paid-in capital, preferred stock -- 79,681
Deferred compensation, defined contribution
retirement plan -- (10,435)
------------ ------------
Total Preferred Shareholders' Equity -- 69,251
------------ ------------
Common stock, $.625 par value; authorized
100,000,000 shares; issued 62,382,176 and
62,379,868 shares,respectively 38,883 38,851
Additional paid-in capital, common stock 560,369 584,229
Retained earnings 884,269 1,020,930
Cost of repurchased common stock
(13,717,277 and 16,522,563 shares,
respectively) (593,528) (713,095)
------------ ------------
Total Common Shareholders' Equity 889,993 930,915
------------ ------------
Accumulated Other Comprehensive Income (Loss) (183,732) (374,574)
------------ ------------
Total Shareholders' Equity 706,261 625,592
------------ ------------
Total Liabilities and
Shareholders' Equity $ 2,892,187 $ 3,071,707
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED OPERATIONS
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Ended Six Months Ended
, June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Revenues $1,056,333 $1,339,685 $2,019,265 $2,541,266
Costs and Expenses
Salaries, wages and
other employee benefits 457,312 532,360 929,681 1,046,614
Purchased transportation 232,509 307,024 446,050 573,097
Fuel and fuel-related taxes 83,223 170,320 157,035 304,378
Other operating expenses 102,337 109,710 200,926 214,996
Depreciation and amortization 48,858 51,981 98,962 103,208
Maintenance 29,652 32,713 60,800 67,967
Rents and leases 22,458 23,129 45,954 46,530
Purchased labor 14,018 17,588 29,390 35,608
Loss from impairment
of goodwill -- -- 134,813 --
----------- ----------- ----------- -----------
990,367 1,244,825 2,103,611 2,392,398
----------- ----------- ----------- -----------
Operating Income (Loss) 65,966 94,860 (84,346) 148,868
----------- ----------- ----------- -----------
Other Income (Expense)
Investment income 709 1,113 1,492 2,670
Interest expense (16,980) (15,704) (32,599) (32,143)
Miscellaneous, net (310) 722 (987) 1,395
----------- ----------- ----------- -----------
(16,581) (13,869) (32,094) (28,078)
----------- ----------- ----------- -----------
Income (Loss) before Income
Tax Provision 49,385 80,991 (116,440) 120,790
Income Tax Provision 16,346 32,185 2,870 47,872
----------- ----------- ----------- -----------
Income (Loss) from
Continuing Operations 33,039 48,806 (119,310) 72,918
----------- ----------- ----------- -----------
Discontinued Operations,
net of tax
Gain from Disposal -- 1,609 -- 1,609
----------- ----------- ----------- -----------
-- 1,609 -- 1,609
Net Income (Loss) 33,039 50,415 (119,310) 74,527
Preferred Stock Dividends 1,572 1,717 3,189 3,373
----------- ----------- ----------- -----------
Net Income (Loss) Applicable
to Common Shareholders $ 31,467 $ 48,698 $ (122,499) $ 71,154
=========== =========== =========== ===========
Net Income (Loss) From
Continuing Operations
Applicable to Common
Shareholders $ 31,467 $ 47,089 $ (122,499) $ 69,545
=========== =========== =========== ===========
Weighted-Average Common
Shares Outstanding
Basic 46,171,511 45,371,033 46,067,761 45,300,860
Diluted 50,778,937 48,226,467 46,067,761 48,203,635
Earnings (Loss) per
Common Share
Basic
Net Income (Loss) from
Continuing Operations $ 0.68 $ 1.04 $ (2.66) $ 1.54
Gain from Disposal -- 0.03 -- 0.03
----------- ----------- ----------- -----------
Net Income (Loss)
Applicable to
Common Shareholders $ 0.68 $ 1.07 $ (2.66) $ 1.57
=========== =========== =========== ===========
Diluted
Net Income (Loss) from
Continuing Operations $ 0.64 $ 0.98 $ (2.66) $ 1.45
Gain from Disposal -- 0.04 -- 0.04
----------- ----------- ----------- -----------
Net Income (Loss)
Applicable to
Common Shareholders $ 0.64 $ 1.02 $ (2.66) $ 1.49
=========== =========== =========== ===========
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,
-----------------------
2009 2008
----------- -----------
Cash and Cash Equivalents, Beginning of Period $ 278,253 $ 176,298
----------- -----------
Operating Activities
Net income (Loss) (119,310) 74,527
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Discontinued operations, net of tax -- (1,609)
Depreciation and amortization, net of accretion 95,530 100,795
Non-cash compensation and employee benefits 26,634 10,693
Increase in deferred income taxes 937 6,284
Provision for uncollectible accounts 4,257 3,160
Loss from impairment of goodwill 134,813 --
Loss from sales of property and equipment, net 5,164 2,135
Changes in assets and liabilities:
Receivables 6,621 (137,850)
Prepaid expenses 972 2,989
Accounts payable 9,439 45,344
Accrued incentive compensation (4,646) (11,464)
Accrued liabilities, excluding accrued
incentive compensation and employee benefits 13,241 66,746
Self-insurance accruals (5,760) 7,895
Accrued income taxes 18,770 9,739
Employee benefits (5,729) (25,337)
Deferred charges and credits 297 (6,385)
Other 2,730 (9,991)
----------- -----------
Net Cash Provided by Operating Activities 183,960 137,671
----------- -----------
Investing Activities
Capital expenditures (37,707) (108,087)
Software expenditures (3,133) (6,749)
Proceeds from sales of property and equipment 8,210 3,879
Proceeds from sale-leaseback transaction -- 40,380
Net decrease (increase) in marketable securities (149,198) 22,501
----------- -----------
Net Cash Used in Investing Activities (181,828) (48,076)
----------- -----------
Financing Activities
Repayment of debt and guarantees (22,700) (22,704)
Net proceeds from short-term borrowings 3,484 1,014
Proceeds from exercise of stock options -- 5,206
Excess tax benefit from stock-option exercises 4 444
Payments of common dividends (9,249) (9,113)
Payments of preferred dividends (3,507) (3,747)
----------- -----------
Net Cash Used in Financing Activities (31,968) (28,900)
----------- -----------
Net Cash Provided by (Used in) Continuing Operations (29,836) 60,695
----------- -----------
Discontinued Operations
Net Cash Used in Operating Activities (103) (516)
----------- -----------
Net Cash Used in Discontinued Operations (103) (516)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents (29,939) 60,179
----------- -----------
Cash and Cash Equivalents, End of Period $ 248,314 $ 236,477
=========== ===========
Supplemental Disclosure
Cash paid (refunded) for income taxes, net $ (13,739) $ 31,211
=========== ===========
Cash paid for interest, net of
amounts capitalized $ 34,674 $ 19,907
=========== ===========
Non-cash Financing Activities
Repurchased common stock issued under defined $ 7,846 $ --
contribution plan =========== ===========
Repurchased common stock issued for payment of $ 3,189 $ --
preferred dividends =========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principal Accounting Policies
Organization
Con-way Inc. and its consolidated subsidiaries ("Con-way") provide
transportation, logistics and supply-chain management services for a wide
range of manufacturing, industrial and retail customers. Con-way's business
units operate in regional and transcontinental less-than-truckload and full-
truckload freight transportation, contract logistics and supply-chain
management, multimodal freight brokerage and trailer manufacturing. As more
fully discussed in Note 5, "Segment Reporting," for financial reporting
purposes, Con-way is divided into four reporting segments: Freight, Logistics,
Truckload and Other.
Basis of Presentation
These interim financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and Rule 10-01 of Regulation S-X, and should be read in
conjunction with Con-way's 2008 Annual Report on Form 10-K. Accordingly,
significant accounting policies and other disclosures normally provided have
been omitted.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, including normal
recurring adjustments, necessary to present fairly Con-way's financial
condition, results of operations and cash flows for the interim dates and
periods presented. Results for the interim periods presented are not
necessarily indicative of annual results.
New Accounting Standards
In April 2009, the FASB issued three Staff Positions ("FSPs") that are
intended to provide additional application guidance and enhance disclosures
about fair-value measurements and impairments of securities. FSP SFAS 157-4
clarifies the objective and method of fair-value measurement when there has
been a significant decrease in market activity for the asset being measured.
FSP SFAS 115-2 and SFAS 124-2 establishes a new model for measuring other-
than-temporary impairments for debt securities, including establishing
criteria for when to recognize impairments in earnings or other comprehensive
income. FSP SFAS 107-1 and APB 28-1 expands the fair-value disclosures
required for all financial instruments within the scope of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments," to interim periods.
Con-way's adoption of these FSPs in the second quarter of 2009 did not have a
material effect on its financial statements.
In May 2009, the FASB issued SFAS 165, "Subsequent Events," which establishes
standards of accounting and reporting for events occurring after the balance
sheet date but before financial statements are issued and provides largely
the same guidance on subsequent events that previously existed only in
auditing literature. This statement requires the disclosure of the date
through which an entity has evaluated subsequent events and whether the date
represents the date the financial statements were issued or were available to
be issued. The effective date of SFAS 165 is for annual and interim periods
ending after June 15, 2009, which for Con-way is the second quarter of 2009.
Con-way has evaluated subsequent events for disclosure and recognition after
the balance sheet date of June 30, 2009 through August 6, 2009, the date the
financial statements were issued, and no subsequent events were identified.
In June 2009, the FASB issued SFAS 166, "Accounting for Transfers of
Financial Assets - an amendment of SFAS 140" and SFAS 167, "Amendments to
FASB Interpretation 46R." SFAS 166 modifies the accounting for transfers of
financial assets, eliminates the concept of a qualifying special-purpose
entity and creates more stringent conditions for reporting a transfer of a
portion of a financial asset as a sale. SFAS 167 changes the accounting
rules currently prescribed by FIN 46R, "Consolidation of Variable-Interest
Entities," to improve financial reporting by enterprises involved with a
variable-interest entity ("VIE"). Primarily, the statement eliminates an
existing provision that excludes certain special-purpose entities from
consolidation requirements and also establishes principles-based criteria for
determining whether a VIE should be consolidated. Both statements are
effective for the first fiscal year beginning after November 15, 2009 and for
interim periods within that annual reporting period, which for Con-way is the
first quarter of 2010. Con-way does not expect the adoption of SFAS 166 or
SFAS 167 to have a material effect on its financial statements.
Also in June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162." This statement establishes the FASB
Accounting Standards Codification ("Codification") as the single source of
authoritative, nongovernmental U.S. generally accepted accounting principles
("GAAP"), along with rules and interpretive releases of the SEC as
authoritative GAAP for SEC registrants. Although the Codification does not
change GAAP, it substantially reorganizes the literature, which will require
enterprises to revise GAAP references contained in financial statement
disclosures. The effective date of SFAS 168 is for interim and annual
periods ending after September 15, 2009, which for Con-way is the third
quarter of 2009. Con-way does not expect the adoption of SFAS 168 to have a
material effect on its financial statements.
Earnings (Loss) per Share ("EPS")
Basic EPS is computed by dividing reported earnings (loss) by the weighted-
average common shares outstanding. Diluted EPS is calculated as follows:
(Dollars in thousands except Three Months Ended Six Months Ended
per share data) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Numerator:
Continuing operations
(after preferred stock
dividends), as reported $ 31,467 $ 47,089 $ (122,499) $ 69,545
Add-backs:
Dividends on Series B
preferred stock, net of
replacement funding 878 283 -- 524
----------- ----------- ----------- -----------
Continuing operations 32,345 47,372 (122,499) 70,069
----------- ----------- ----------- -----------
Discontinued operations -- 1,609 -- 1,609
----------- ----------- ----------- -----------
Applicable to common
shareholders $ 32,345 $ 48,981 $ (122,499) $ 71,678
=========== =========== =========== ===========
Denominator:
Weighted-average common
shares outstanding 46,171,511 45,371,033 46,067,761 45,300,860
Stock options and nonvested
stock 356,136 301,546 -- 348,887
Series B preferred stock 4,251,290 2,553,888 -- 2,553,888
----------- ----------- ----------- -----------
50,778,937 48,226,467 46,067,761 48,203,635
=========== =========== =========== ===========
Anti-dilutive
securities not included in
denominator 1,964,043 1,386,029 6,447,419 1,386,029
=========== =========== =========== ===========
Earnings (Loss) per Diluted
Share:
Continuing operations $ 0.64 $ 0.98 $ (2.66) $ 1.45
Discontinued operations -- 0.04 -- 0.04
----------- ----------- ----------- -----------
Applicable to common
shareholders $ 0.64 $ 1.02 $ (2.66) $ 1.49
=========== =========== =========== ===========
In the computation of diluted EPS, only potential common shares that are
dilutive are included. Potential common shares are dilutive if they reduce
earnings per share or increase loss per share. Options, nonvested stock and
convertible preferred stock are not included in the computation if the result
is antidilutive, such as when a loss applicable to common shareholders is
reported.
In the first quarter of 2009, Con-way adopted FSP EITF 03-6-1, which requires
unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents to be treated as participating securities
in the computation of earnings per share pursuant to the two-class method
described in SFAS No. 128, "Earnings Per Share." The adoption of this FSP
did not have a material effect on Con-way's financial statements.
Property, Plant and Equipment
Con-way periodically evaluates whether changes to estimated useful lives or
salvage values are necessary to ensure that these estimates accurately
reflect the economic use of the assets. In January 2009, Con-way Freight
increased the estimated useful life of most of its tractors to 8 years from 7
years. As a result of this change, net income available to common
shareholders in the second quarter of 2009 increased by $1.5 million ($0.03
per diluted share), and in the first six months of 2009, the net loss
applicable to common shareholders decreased by $3.5 million ($0.08 per diluted
share).
Reclassifications and Revisions
Certain amounts in the prior-period financial statements have been
reclassified or revised to conform to the current-period presentation.
2. Goodwill and Intangible Assets
Goodwill
Goodwill is recorded as the excess of an acquired entity's purchase price
over the amounts assigned to assets acquired (including separately recognized
intangible assets) and liabilities assumed. Goodwill is not amortized but is
assessed for impairment on an annual basis in the fourth quarter, or more
frequently if events or changes in circumstances indicate that the asset
might be impaired. The assessment requires the comparison of the fair value
of a reporting unit to the carrying value of its net assets, including
allocated goodwill. If the carrying value of the reporting unit exceeds its
fair value, Con-way must then compare the implied fair value of the
reporting-unit goodwill with the carrying amount of the goodwill. If the
carrying amount of the reporting-unit goodwill exceeds the implied fair value
of that goodwill, an impairment loss is recognized in an amount equal to that
excess.
Con-way evaluated its goodwill for impairment prior to its annual measurement
date due primarily to worsening truckload market conditions, lower profit
projections for Con-way Truckload and a decline in Con-way's market
capitalization during the first quarter of 2009. As of March 31, 2009, Con-
way determined that the goodwill associated with Con-way Truckload was
impaired and, as a result, Con-way Truckload recognized a $134.8 million
impairment charge to reduce the carrying amount of the goodwill to its
implied fair value. The first-quarter impairment was primarily due to lower
projected revenues and operating income and a discount rate that reflected
the economic and market conditions.
For the valuation of Con-way Truckload, Con-way applied two equally weighted
methods: public-company multiples and a discounted cash flow model. The key
assumptions used in the discounted cash flow model were cash flow projections
involving forecasted revenues and expenses, capital expenditures and working
capital changes. In addition, other key assumptions included the discount
rate and terminal growth rate applied to projected future cash flows. The
discount rate was equal to the estimated weighted-average cost of capital for
the reporting unit. The terminal growth rate was based on inflation
assumptions adjusted for factors that may impact future growth such as
industry-specific expectations.
The following table shows the changes in the carrying amounts of goodwill
attributable to each applicable segment:
(Dollars in thousands) Logistics Truckload Other Total
---------- ---------- ---------- ----------
Balances at December 31, 2007 $ 55,146 $ 471,573 $ 727 $ 527,446
Adjustments to fair value (11,020) (8,814) -- (19,834)
Liabilities assumed 7,537 -- -- 7,537
Adjustments to deferred taxes 2,755 1,839 -- 4,594
Impairment charge (31,822) -- -- (31,822)
Direct transition costs 282 -- -- 282
Change in foreign-currency
exchange rates (247) -- -- (247)
---------- ---------- ---------- ----------
Balances at December 31, 2008 $ 22,631 $ 464,598 $ 727 $ 487,956
Impairment charge -- (134,813) -- (134,813)
Change in foreign-currency
exchange rates 224 -- -- 224
---------- ---------- ---------- ----------
Balances at June 30, 2009 $ 22,855 $ 329,785 $ 727 $ 353,367
========== ========== ========== ==========
Intangible Assets
The fair value of intangible assets is amortized on a straight-line basis
over the estimated useful life. In the second quarter and first half of
2009, amortization expense related to intangible assets was $1.1 million and
$2.3 million, respectively, compared to $1.3 million and $2.1 million in the
same respective periods in 2008. Intangible assets consisted of the
following:
June 30, 2009 December 31, 2008
------------------------ ------------------------
Weighted-
Average Gross Gross
(Dollars in Life Carrying Accumulated Carrying Accumulated
thousands) (Years) Amount Amortization Amount Amortization
--------- ----------- ------------ ----------- ------------
Customer
relationships 9.4 $ 31,292 $ 6,506 $ 31,152 $ 4,714
Trademarks 2.0 2,550 2,187 2,550 1,652
----------- ------------ ----------- ------------
$ 33,842 $ 8,693 $ 33,702 $ 6,366
=========== ============ =========== ============
Estimated amortization expense for the next five years is presented in the
following table:
(Dollars in thousands)
Year ending December 31:
Remaining six months of 2009 $ 2,100
2010 3,500
2011 3,500
2012 3,100
2013 2,700
2014 2,700
3. Restructuring Activities
During 2007 and 2008, Con-way Freight initiated three restructuring
activities: an operational restructuring, a network re-engineering and an
economic workforce reduction. In connection with these restructuring
activities, Con-way Freight recognized $1.6 million and $0.5 million of net
adjustments that reduced expense in the second quarter and first half of
2009, respectively, due primarily to reductions in lease-related liabilities.
In the first half of 2008, Con-way Freight recognized first-quarter
restructuring charges of $2.6 million. Con-way reported the employee-
separation costs in salaries, wages and other employee benefits, facility
costs primarily in rents and leases, and asset-impairment charges in other
operating expenses in the statements of consolidated operations. In addition
to the restructuring charges, Con-way Freight recognized an additional $2.6
million in the first quarter of 2008 for other related costs, consisting
primarily of consulting fees, which are reported as other operating expenses.
The remaining liability for amounts expensed but not yet paid was $6.1
million at June 30, 2009. The remaining liability relates primarily to
operating lease commitments that are expected to be payable over several
years.
Operational Restructuring
In August 2007, Con-way Freight began an operational restructuring to combine
its three regional operating companies into one centralized operation to
improve the customer experience and streamline its processes. The
reorganization into a centralized entity was intended to improve customer
service and efficiency through the development of uniform pricing and
operational processes, and implementation of best practices. Con-way Freight
completed the initiative in the first quarter of 2008.
The following table summarizes the effect of Con-way Freight's operational
restructuring:
Facility and
Employee- Lease- Asset-
(Dollars in Separation Termination Impairment
thousands) Costs Costs Charges Other Total
----------- ----------------- ----------- ------ ----------
Balance at
December 31,
2008 $ -- $ 3,162 $ -- $ 40 $ 3,202
Cash
payments -- (512) -- (40) (552)
----------- ----------------- ----------- ------ ----------
Balance at
June 30,
2009 $ -- $ 2,650 $ -- $ -- $ 2,650
=========== ================= =========== ====== ==========
Total expense
recognized to
date $ 7,119 $ 4,336 $ 2,401 $2,786 $ 16,642
Network Re-Engineering
In November 2008, Con-way Freight completed a major network re-engineering to
reduce service exceptions, improve on-time delivery and bring faster transit
times while deploying a lower-cost, more efficient service center network
better aligned to customer needs and business volumes. The re-engineering
did not change Con-way Freight's service coverage, but did involve the
closure of 40 service centers, with shipment volumes from closing locations
redistributed and balanced among more than 100 nearby service centers.
The following table summarizes the effect of the network re-engineering:
(Dollars in Employee- Facility and Asset-
thousands) Separation Lease- Impairment
Costs Termination Costs Charges Total
----------- ----------------- ----------- --------
Balance at
December 31, 2008 $ 259 $ 7,213 $ -- $ 7,472
2009 restructuring
charges and net
adjustments 324 (1,967) 22 (1,621)
Cash payments (583) (1,758) -- (2,341)
Write-offs -- -- (22) (22)
----------- ----------------- ----------- --------
Balance at
June 30, 2009 $ -- $ 3,488 $ -- $ 3,488
=========== ================= =========== ========
Total expense
recognized to date $ 5,968 $ 5,781 $ 1,656 $13,405
Expected remaining
expenses 700 -- -- 700
The expected remaining expenses for the network re-engineering relate
primarily to employee relocation and will be recognized when incurred.
Economic Workforce Reduction
In response to a decline in year-over-year business volumes that accelerated
during the fourth quarter of 2008, Con-way Freight reduced its workforce by
1,450 positions in December 2008. In addition to reducing the workforce at
operating locations, the reduction also eliminated positions at Con-way
Freight's general office and administrative center, and included a
realignment of its area and regional division structure to streamline
management.
The following table summarizes the effect of the workforce reduction:
Employee-Separation
(Dollars in thousands) Costs
-------------------
Balance at December 31, 2008 $ 1,742
2009 restructuring charges 1,114
Cash payments (2,856)
-------------------
Balance at June 30, 2009 $ --
===================
Total expense recognized to date $ 6,567
4. Discontinued Operations
Results of discontinued operations in the periods presented relate to the
shut-down of Emery Worldwide Airlines, Inc. ("EWA") in December 2001. The
results of operations, net liabilities, and cash flows of discontinued
operations have been segregated from continuing operations. See Note 4,
"Discontinued Operations," of Item 8, "Financial Statements and Supplementary
Data," in Con-way's 2008 Annual Report on Form 10-K for additional discussion
of results of operations and cash flows of discontinued operations in prior
periods.
Results of discontinued operations are summarized below:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2009 2008 2009 2008
----------- ----------- ----------- -----------
Gain from Disposal,
net of tax
EWA $ -- $ 1,609 $ -- $ 1,609
----------- ----------- ----------- -----------
$ -- $ 1,609 $ -- $ 1,609
=========== =========== =========== ===========
The $1.6 million gain (net of tax of $1.0 million) in the second quarter of
2008 was recognized to eliminate a previously recorded accrued liability
associated with a legal contingency.
5. Segment Reporting
Con-way discloses segment information in the manner in which the business
units are organized for making operating decisions, assessing performance and
allocating resources. For the periods presented, Con-way is divided into the
following four reporting segments:
* Freight. The Freight segment consists of the operating results of the
Con-way Freight business unit, which provides regional, inter-regional
and transcontinental less-than-truckload freight services throughout
North America.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit, which develops contract-
logistics solutions, including the management of complex distribution
networks and supply-chain engineering and consulting, and also
provides multimodal freight brokerage services.
* Truckload. The Truckload segment consists of the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments.
Financial Data
Management evaluates segment performance primarily based on revenue and
operating income (loss). Accordingly, interest expense, investment income
and other non-operating items are not reported in segment results. Corporate
expenses are generally allocated based on measurable services provided to
each segment, or for general corporate expenses, based on segment revenue.
Inter-segment revenue and related operating income (loss) have been
eliminated to reconcile to consolidated revenue and operating income (loss).
Transactions between segments are generally based on negotiated prices.
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Revenues from External
Customers
Freight $ 637,951 $ 824,008 $1,197,684 $1,567,328
Logistics 326,955 377,138 643,432 718,598
Truckload 89,767 137,363 175,809 253,332
Other 1,660 1,176 2,340 2,008
----------- ---------- ------------ -----------
$1,056,333 $1,339,685 $ 2,019,265 $2,541,266
=========== ========== ============ ===========
Inter-segment Revenues
Freight $ 11,398 $ 13,312 $ 25,480 $ 24,539
Logistics 667 15 667 23
Truckload 53,531 44,220 102,272 79,343
Other 2,877 12,325 8,186 23,547
----------- ---------- ------------ -----------
$ 68,473 $ 69,872 $ 136,605 $ 127,452
=========== ========== ============ ===========
Revenues before Inter-
segment Eliminations
Freight $ 649,349 $ 837,320 $ 1,223,164 $1,591,867
Logistics 327,622 377,153 644,099 718,621
Truckload 143,298 181,583 278,081 332,675
Other 4,537 13,501 10,526 25,555
Inter-segment
Revenue Eliminations (68,473) (69,872) (136,605) (127,452)
----------- ----------- ----------- -----------
$1,056,333 $1,339,685 $2,019,265 $2,541,266
=========== =========== =========== ===========
Operating Income (Loss)
Freight $ 48,994 $ 77,375 $ 25,607 $ 113,452
Logistics 7,799 4,954 12,773 11,217
Truckload 6,879 12,436 (125,799) 22,712
Other 2,294 95 3,073 1,487
----------- ----------- ----------- -----------
$ 65,966 $ 94,860 $ (84,346) $ 148,868
=========== =========== =========== ===========
June 30, December 31,
2009 2008
------------ ------------
Assets
Freight $ 1,265,729 $ 1,297,197
Logistics 297,320 331,419
Truckload 751,767 911,835
Other 577,371 531,256
------------ ------------
$ 2,892,187 $ 3,071,707
============ ============
6. Fair-Value Measurements
Assets and liabilities reported at fair value are classified in one of the
following three levels within the fair-value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or
liabilities
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data
Level 3: Unobservable inputs that are not corroborated by market data
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table summarizes the valuation of financial instruments within
the fair-value hierarchy:
June 30, 2009
----------------------------------------------
(Dollars in
thousands) Total Level 1 Level 2 Level 3
---------- ---------- ---------- ----------
Cash equivalents $ 229,046 $ 138,934 $ 90,112 $ --
Current marketable
securities 149,212 -- 149,212 --
Other marketable
securities 7,182 -- -- 7,182
December 31, 2008
----------------------------------------------
(Dollars in
thousands) Total Level 1 Level 2 Level 3
---------- ---------- ---------- ----------
Cash equivalents $ 264,946 $ 125,160 $ 139,786 $ --
Other marketable
securities 6,712 -- -- 6,712
Cash equivalents consist of short-term interest-bearing instruments
(primarily money-market funds, commercial paper, and certificates of deposit)
with maturities of three months or less at the date of purchase. Current
marketable securities consist of interest-bearing instruments (primarily
commercial paper, certificates of deposit and banker's acceptances) with
maturities greater than three months at the date of purchase. At June 30,
2009, the weighted-average remaining maturity of the current marketable
securities was less than two months.
Due to the lack of quoted market prices for identical instruments, commercial
paper, certificates of deposit and banker's acceptances, are generally valued
using published interest rates for instruments with similar terms and
maturities, and accordingly, classified as Level 2 instruments within the
fair-value hierarchy. Money-market funds reflect their net asset value and
are classified as Level 1 instruments within the fair-value hierarchy. Based
on their short maturities, the carrying amount of the cash equivalents and
marketable securities approximates their fair value.
Con-way's other marketable security consists of one auction-rate security,
which was valued with an income approach that utilized a discounted cash flow
model.
The following table summarizes the change in fair values of Con-way's
auction-rate security, which was valued using Level 3 inputs:
Auction-rate
(Dollars in thousands) security
------------
Balance at December 31, 2007 $ --
Transfer in from Level 2 7,500
Unrealized loss (788)
------------
Balance at December 31, 2008 $ 6,712
Unrealized gain 495
Partial redemption (25)
------------
Balance at June 30, 2009 $ 7,182
============
Due primarily to changes in interest-rate benchmarks, the fair value of Con-
way's auction-rate security increased $0.5 million in the first six months of
2009. Con-way has recorded the cumulative $0.3 million decline in the
carrying value of marketable securities with an equal and offsetting
unrealized loss in accumulated other comprehensive income (loss). Con-way
has evaluated the unrealized loss and concluded that the decline in fair
value is temporary.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Effective January 1, 2009, Con-way adopted SFAS No. 157, "Fair-Value
Measurements" for nonfinancial assets and liabilities that are measured at
fair value on a non-recurring basis. In March 2009, Con-way measured the
fair value of the Con-way Truckload reporting unit as part of a goodwill
impairment test. The inputs used to measure the fair value of Con-way
Truckload were within Level 3 of the fair-value hierarchy. The fair-value
methods Con-way applied in the valuation of Con-way Truckload and the
resulting goodwill impairment charge are more fully discussed in Note 2,
"Goodwill and Intangible Assets."
Assets and Liabilities Disclosed at Fair Value, but Not Recognized at Fair
Value
Con-way's long-term debt (including current maturities) of $924.4 million and
$950.0 million at June 30, 2009 and December 31, 2008, respectively, had
estimated fair values of $890 million and $900 million, respectively. Fair
values were estimated based on current rates offered for debt with similar
terms and maturities.
7. Employee Benefit Plans
In the periods presented, employees of Con-way and its subsidiaries in the
U.S. were covered under several retirement benefit plans, including defined
benefit pension plans, defined contribution retirement plans, and a
postretirement medical plan. Con-way's defined benefit pension plans include
"qualified" plans that are eligible for certain beneficial treatment under
the Internal Revenue Code ("IRC"), as well as "non-qualified" plans that do
not meet IRC criteria. See Note 12, "Employee Benefit Plans," of Item 8,
"Financial Statements and Supplementary Data," in Con-way's 2008 Annual
Report on Form 10-K for additional information concerning its retirement
benefit plans. See "- Cost-Reduction Actions" below for a discussion of
employee benefits changes that were effective in April 2009.
Defined Benefit Pension Plans
The following tables summarize the components of net periodic benefit expense
(income) for Con-way's domestic defined benefit pension plans:
Qualified Pension Plans
------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2009 2008 2009 2008
----------- ----------- ----------- -----------
Service cost - benefits
earned during the period $ 18 $ 27 $ 45 $ 54
Interest cost on benefit
obligation 16,980 17,357 35,506 34,715
Expected return on plan
assets (14,207) (24,246) (30,650) (48,493)
Net amortization and
deferral 2,621 (793) 13,603 (1,587)
----------- ----------- ----------- -----------
Net periodic benefit
expense (income) $ 5,412 $ (7,655) $ 18,504 $ (15,311)
=========== =========== =========== ===========
Non-Qualified Pension Plans
------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2009 2008 2009 2008
----------- ----------- ----------- -----------
Interest cost on benefit
obligation $ 952 $ 1,115 $ 2,038 $ 1,922
Net amortization and
deferral (94) 372 (2,413) 641
----------- ----------- ----------- -----------
Net periodic benefit
expense (income) $ 858 $ 1,487 $ (375) $ 2,563
=========== =========== =========== ===========
Con-way expects to contribute $17.3 million to its qualified pension plans in
2009, including $5.0 million contributed in March 2009 and the remaining
$12.3 million prior to September 15, 2009.
Defined Contribution Retirement Plans
Con-way's defined contribution retirement plans consist mostly of the primary
defined contribution retirement plan (the "Primary DC Plan"), which covers
non-contractual U.S. employees. The Primary DC Plan is a voluntary defined
contribution plan with a leveraged employee stock ownership plan feature with
salary deferral qualified under Section 401(k) of the IRC, as more fully
discussed in Note 12, "Employee Benefit Plans," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2008 Annual Report on Form
10-K. Prior to the implementation of Con-way's cost-reduction actions, as
more fully discussed below, Con-way made "matching" contributions equal to
50% of the first six percent of employees' eligible compensation and made
additional discretionary contributions to employees' 401(k) accounts. The
additional contributions, which were based on employees' years of service,
consisted of a "basic" contribution that ranged from 3% to 5% of eligible
compensation and a "transition" contribution that ranged from 1% to 3% of
eligible compensation.
Con-way's expense under the Primary DC Plan was $8.3 million and $27.9
million in the second quarter and first six months of 2009, respectively,
compared to $24.9 million and $46.9 million in the same respective periods of
2008. At June 30, 2009 and December 31, 2008, Con-way had recognized accrued
liabilities of $8.9 million and $21.8 million, respectively, for its
contributions related to the Primary DC Plan. In the periods presented, Con-
way's contributions to the Primary DC Plan included allocations of Con-way
preferred stock and contributions of cash and Con-way common stock.
Effective in January 2009, contributions in the form of Con-way common stock
were made with repurchased common stock (also referred to as treasury stock),
rather than from open-market purchases from cash contributed by Con-way.
During the first six months of 2009, Con-way used 302,691 shares of
repurchased common stock to fund $7.8 million of contributions to the Primary
DC Plan.
In the second quarter of 2009, Con-way exercised its right to redeem all
shares of its preferred stock that were outstanding on June 30, 2009. Each
share of preferred stock was converted into common stock at a rate equal to
the number of shares of common stock that could be purchased for $152.10.
Accordingly, $93.8 million or 2,202,937 shares of repurchased common stock
were issued to convert and redeem $75.0 million or 493,220 shares of
outstanding preferred stock. The $18.8 million difference between the
historical cost of the repurchased common stock and the converted preferred
stock was recorded as a reduction to additional paid-in capital in common
shareholder's equity. Also on the redemption date, $4.0 million or 93,636
shares of repurchased common stock were used to pay the common-stock
equivalent of the then-accrued $3.2 million cash dividend on preferred stock,
with the $0.8 million difference recorded as a reduction to additional paid-
in capital in common shareholders' equity.
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
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Service cost - benefits earned
during the period $ 302 $ 521 $ 780 $ 1,141
Interest cost on benefit
obligation 1,263 1,783 2,778 3,386
Net amortization and deferral (306) 175 (611) (24)
----------- ----------- ----------- -----------
Net periodic benefit expense $ 1,259 $ 2,479 $ 2,947 $ 4,503
=========== =========== =========== ===========
Long-term Disability Plan
Con-way's expense associated with the long-term disability plan was $1.7
million and $5.5 million in the second quarter and first six months of 2009,
respectively, compared to $2.6 million and $4.7 million in the same
respective periods of 2008. In Con-way's consolidated balance sheets, the
long-term and current portions of the long-term disability plan obligation
are reported in employee benefits and accrued liabilities, respectively. At
June 30, 2009, the long-term and current portions of the obligation were
$32.2 million and $11.4 million, respectively, and at December 31, 2008, were
$32.1 million and $13.6 million.
Cost-Reduction Actions
In response to economic conditions, Con-way announced in March 2009 several
measures to reduce costs and conserve cash. These cost-reduction measures are
in addition to the actions Con-way took in the fourth quarter of 2008.
Actions in 2008 included workforce reductions, network re-engineering,
suspension of merit-based pay increases, reductions in capital expenditures
and other spending cuts. The measures announced in March 2009 substantially
consist of the suspension or curtailment of employee benefits and a reduction
in salaries and wages, as detailed below.
Salaries and Wages
Effective March 29, 2009, the salaries and wages of certain employees were
reduced by 5%, including corporate and shared-services employees and those
at the Con-way Freight and Road Systems business units. This reduction
resulted in savings of approximately $13 million in the second quarter of
2009.
Compensated Absences
Effective April 1, 2009, a compensated-absences benefit was suspended at
Con-way Freight. Prior to the suspension, employees' current-year service
earned a compensated-absences benefit eligible for use in the subsequent
year. During the period of suspension, no compensated-absences benefits
will be earned for current-year service; however, employees may use
previously vested benefits. This suspension of benefits resulted in
savings of approximately $15 million in the second quarter of 2009. On
April 1, 2010, the accrual for Freight's compensated-absences benefit will
resume, as employees will begin to earn a compensated-absences benefit
eligible for use in the year earned.
Also, effective March 8, 2009, Menlo Worldwide Logistics reduced its
compensated-absences benefit by 25%. This reduction in benefits resulted
in savings of approximately $0.5 million in the second quarter of 2009.
Defined Contribution Plan
Effective April 26, 2009, employer contributions to Con-way's Primary DC
Plan, as more fully discussed above, were suspended or limited. The
matching and transition contributions were suspended and the basic
contribution was limited to no more than 3% of an employee's eligible
compensation. In the second quarter of 2009, this suspension and/or
limitation resulted in savings of approximately $6 million associated with
the matching contribution and $5 million associated with the basic and
transition contributions. Effective in July 2009, basic contributions were
made with repurchased Con-way common stock.
Defined Benefit Pension Plan
Effective April 30, 2009, Con-way amended its primary defined benefit
pension plan to permanently curtail benefits associated with future
increases in employee compensation. Prior to the amendment, future
retirement benefits considered participants' eligible compensation
increases through 2016. In connection with the curtailment, Con-way re-
measured its plan-related assets and liabilities as of April 30, 2009.
Accordingly, as of the re-measurement date, Con-way recorded a $299.9
million decrease to employee benefits, a $116.9 million decrease in long-
term deferred tax assets, and a $182.9 million net of tax increase to
shareholders' equity (to reflect a reduction in the accumulated other
comprehensive loss). The decline in Con-way's accrued pension liability
was due primarily to an increase in the discount rate used to measure the
present value of the pension obligation. The discount rate used at April
30, 2009 was 7.85% compared to a discount rate of 6.10% at December 31,
2008. The curtailment will not have a material effect on Con-way's 2009
net periodic benefit expense.
8. Comprehensive Income
Comprehensive income, which is a measure of all changes in equity except
those resulting from investments by owners and distributions to owners, was
as follows:
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Net income (loss) $ 33,039 $ 50,415 $ (119,310) $ 74,527
Other comprehensive income:
Foreign currency translation
adjustment 1,864 420 1,170 1,694
Unrealized gain on
available-for-sale security,
net of deferred tax of
$504 and $193, respectively 789 -- 302 --
Amortization of employee
benefit plan amounts, net of
deferred tax of $866 and
$4,126, respectively 1,355 -- 6,453 --
Employee benefit plan
adjustments, net of
deferred tax of $116,946 182,917 -- 182,917 --
----------- ----------- ----------- -----------
Comprehensive income $ 219,964 $ 50,835 $ 71,532 $ 76,221
=========== =========== =========== ===========
9. 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
plans provide for awards in the form of stock options, nonvested stock (also
known as restricted stock), and performance-share plan units. See Note 13,
"Share-Based Compensation," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2008 Annual Report on Form 10-K for
additional information concerning its share-based compensation awards.
The following expense was recognized for share-based compensation:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2009 2008 2009 2008
----------- ----------- ----------- -----------
Salaries, wages and other
employee benefits $ 2,669 $ 2,321 $ 5,621 $ 5,508
Deferred income tax benefit (1,025) (895) (2,160) (2,120)
----------- ----------- ----------- -----------
Net share-based compensation
expense $ 1,644 $ 1,426 $ 3,461 $ 3,388
=========== =========== =========== ===========
10. Income Taxes
Con-way's second-quarter and year-to-date effective tax rates in 2009 were
33.1% and -2.5%, respectively. In the second quarter and first half of 2008,
the effective tax rates were 39.7% and 39.6%, respectively. Excluding the
effect of various tax adjustments, Con-way's second-quarter and year-to-date
effective tax rates in 2009 were 37.0% and 37.9%, respectively, and in 2008
were 39.7% and 39.3%, respectively. The tax adjustments in 2009 relate
primarily to the non-deductible goodwill impairment charge in the first
quarter, as discussed more fully in Note 2, "Goodwill and Intangible Assets,"
and discrete tax items, including the reversal of a portion of Con-way's
accrued liability for uncertain tax positions.
Other accounts receivable in the consolidated balance sheets include income
tax receivables of $4.7 million and $24.0 million at June 30, 2009 and
December 31, 2008, respectively.
11. Commitments and Contingencies
CFC
The cessation by Consolidated Freightways Corporation ("CFC") of its U.S.
operations in connection with the filing of bankruptcy in 2002 was deemed to
have resulted in CFC's "complete withdrawal" (within the meaning of
applicable federal law) from certain multiemployer plans to which CFC was a
party at the time Con-way completed the 100% spin-off of CFC to Con-way's
shareholders in December 1996. These plans subsequently assessed claims for
such "withdrawal liabilities" against CFC, demanding that CFC pay them for
the approximately $400 million that they determined to be CFC's share of
unfunded vested benefits obligations under those plans.
In 2008, Con-way was approached by the Central States, Southeast and
Southwest Areas Pension Fund and the New York States Teamsters Conference
Pension and Retirement Fund, seeking to impose withdrawal liability against
Con-way for CFC's unpaid pension liabilities. Both matters have been settled
as previously disclosed in Note 14, "Commitments and Contingencies," of Item
8, "Financial Statements and Supplementary Data," in Con-way's 2008 Annual
Report on Form 10-K.
Con-way continues to believe that its actions in connection with the CFC
spin-off were proper and will continue to vigorously defend itself from any
claims brought against it by multiemployer pension funds seeking to hold Con-
way responsible for CFC's withdrawal liabilities. However, there can be no
assurance as to the outcome of any such litigation, given uncertainties
inherent in such proceedings, including the possible application of adverse
judicial decisions rendered in unrelated matters not involving Con-way.
EWA
In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001. The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment. The estimated range for potential loss on
this matter is zero to approximately $9 million, plus accrued interest. The
lawsuit was tried in early January 2009 and the parties are awaiting a
decision from the court.
MWF
In 2004, Con-way and Menlo Worldwide, LLC sold to United Parcel Service, Inc.
("UPS") all of the issued and outstanding capital stock of Menlo Worldwide
Forwarding, Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc.
Con-way agreed to indemnify UPS against certain losses that UPS may incur
after the closing of the sale with certain limitations. Any losses related
to these indemnification obligations will be recognized in future periods as
an additional loss from disposal when and if incurred.
Other
Menlo Worldwide, LLC ("MW") has asserted claims against the sellers of Chic
Holdings alleging inaccurate books and records, misstatement of revenue, and
other similar matters related to the pre-sale financial performance of the
Chic businesses and is pursuing all legal and equitable remedies available to
MW. There currently exists a $9 million hold-back in escrow against which MW
may apply any award for breach of warranty under the Share Purchase
Agreement. The ultimate outcome of this matter is uncertain and any
resulting award will not be recognized until received.
Con-way is a defendant in various other lawsuits incidental to its
businesses. It is the opinion of management that the ultimate outcome of
these actions will not have a material effect on Con-way's financial
condition, results of operations or cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
-------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations (referred to as "Management's Discussion and Analysis") is
intended to assist in a historical and prospective understanding of Con-way's
financial condition, results of operations and cash flows, including a
discussion and analysis of the following:
* Overview of Business
* Results of Operations
* Liquidity and Capital Resources
* Critical Accounting Policies and Estimates
* New Accounting Standards
* Forward-Looking Statements
Overview of Business
--------------------
Con-way provides transportation, logistics and supply-chain management
services for a wide range of manufacturing, industrial and retail customers.
Con-way's business units operate in regional and transcontinental less-than-
truckload and full-truckload freight transportation, contract logistics and
supply-chain management, multimodal freight brokerage and trailer
manufacturing. For the periods presented, Con-way is divided into the
following four reporting segments:
* Freight. The Freight segment consists of the operating results of the
Con-way Freight business unit, which provides regional, inter-regional
and transcontinental less-than-truckload freight services throughout
North America.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit, which develops contract-
logistics solutions, including the management of complex distribution
networks and supply-chain engineering and consulting, and also
provides multimodal freight brokerage services.
* Truckload. The Truckload segment consists of the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments.
The results of Con-way's primary business units generally depend on the
number, weight and distance of shipments transported, the prices received on
those shipments or services and the mix of services provided to customers, as
well as the fixed and variable costs incurred by Con-way in providing the
services and the ability to manage those costs under changing circumstances.
Con-way's primary business units are affected by the timing and degree of
fluctuations in fuel prices and their ability to recover incremental fuel
costs through fuel-surcharge programs and/or cost-recovery mechanisms, as
more fully discussed in Item 3, "Quantitative and Qualitative Disclosures
About Market Risk - Fuel."
Con-way Freight transports shipments utilizing a network of freight service
centers combined with a fleet of company-operated line-haul and pickup-and-
delivery tractors and trailers. Con-way Truckload transports shipments using
a fleet of long-haul tractors and trailers. Menlo Worldwide Logistics
manages the logistics functions of its customers and primarily utilizes
third-party transportation providers for the movement of customer shipments.
Results of Operations
---------------------
The overview below provides a high-level summary of Con-way's results 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
except per share amounts) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Revenues $1,056,333 $1,339,685 $2,019,265 $2,541,266
Costs and expenses
Loss from impairment of
goodwill -- -- 134,813 --
Other operating expenses 990,367 1,244,825 1,968,798 2,392,398
----------- ----------- ----------- -----------
990,367 1,244,825 2,103,611 2,392,398
----------- ----------- ----------- -----------
Operating income (loss) 65,966 94,860 (84,346) 148,868
Other expense 16,581 13,869 32,094 28,078
----------- ----------- ----------- -----------
Income (loss) before income tax
provision 49,385 80,991 (116,440) 120,790
Income tax provision 16,346 32,185 2,870 47,872
----------- ----------- ----------- -----------
Net income (loss) 33,039 48,806 (119,310) 72,918
Preferred stock dividends 1,572 1,717 3,189 3,373
----------- ----------- ----------- -----------
Net income (loss) from
continuing operations
applicable to
common shareholders $ 31,467 $ 47,089 $ (122,499) $ 69,545
=========== =========== =========== ===========
Diluted earnings (loss)
per share $ 0.64 $ 0.98 $ (2.66) $ 1.45
Effective tax rate 33.1% 39.7% (2.5%) 39.6%
Overview
Con-way's consolidated revenue for the second quarter of 2009 decreased 21.2%
from the second quarter of 2008 and, in the first half of 2009, decreased
20.5% from the same prior-year period, reflecting recessionary economic
conditions that contributed to lower revenue at Freight, Logistics and
Truckload.
Con-way's second-quarter consolidated operating income decreased 30.5% to
$66.0 million in 2009 from $94.9 million in 2008. In the year-to-date
periods, Con-way's operating results consisted of an operating loss of $84.3
million in 2009 and operating income of $148.9 million in 2008, primarily
reflecting Truckload's $134.8 million first-quarter goodwill-impairment in
2009. Excluding the impairment loss more fully discussed in Note 2,
"Goodwill and Intangible Assets," of Item 1, "Financial Statements,"
consolidated second-quarter and first-half operating income in 2009 declined
due primarily to the net effect of lower operating income at the Freight and
Truckload segments partially offset by higher operating income at the
Logistics and the Other segments. For the comparative periods presented, the
effects of adverse economic conditions and increasingly competitive markets
were partially mitigated by cost-reduction measures.
In the second quarter and first half of 2009, non-operating expense increased
$2.7 million and $4.0 million, respectively, reflecting lower investment
income, higher interest expense and foreign-exchange losses.
Con-way's second-quarter and year-to-date effective tax rates in 2009 were
33.1% and -2.5%, respectively. In the second quarter and first half of 2008,
the effective tax rates were 39.7% and 39.6%, respectively. Excluding the
effect of various tax adjustments, Con-way's second-quarter and year-to-date
effective tax rates in 2009 were 37.0% and 37.9%, respectively, and in 2008
were 39.7% and 39.3%, respectively. The tax adjustments in 2009 relate
primarily to the non-deductible goodwill impairment charge in the first
quarter and discrete tax items, including the reversal of a portion of Con-
way's accrued liability for uncertain tax positions.
In response to economic conditions, Con-way announced in March 2009 several
measures to reduce costs and conserve cash. These measures substantially
consist of the suspension or curtailment of employee benefits and a reduction
in certain employees' salaries and wages, as detailed in Note 7, "Employee
Benefit Plans," of Item 1, "Financial Statements." The measures are
projected to save between $100 million to $130 million during 2009.
Approximately $39.5 million in savings were realized in the second quarter of
2009. Savings in periods beyond 2009 are expected to be lower, reflecting
the reinstatement of suspended benefits and/or the reversal of salary and
wage reductions. The timing for the possible reinstatement of suspended
benefits and/or the reversal of salary and wage reductions will generally
depend on economic conditions and Con-way's financial condition, results of
operations and cash flows, except that Con-way Freight currently plans to
reinstate its compensated-absences benefit effective on April 1, 2010.
Additionally, the reinstatement of Con-way's basic and transition
contributions to their prior levels is contingent upon the achievement of
specified financial metrics in two consecutive quarters. These cost-
reduction measures announced in March 2009 are in addition to the actions
Con-way took in the fourth quarter of 2008. Actions in 2008 included
workforce reductions, network re-engineering, suspension of merit-based pay
increases, reduction in capital expenditures and other spending cuts.
Reporting Segment Review
Freight
The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Freight reporting
segment:
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenues $ 637,951 $ 824,008 $1,197,684 $1,567,328
Operating Income 48,994 77,375 25,607 113,452
Operating Margin 7.7% 9.4% 2.1% 7.2%
2009 vs. 2008 2009 vs. 2008
------------- -------------
Selected Operating Statistics
Revenue per day -23.1 -23.0
Weight per day -7.0 -9.5
Revenue per hundredweight ("yield") -17.4 -14.9
Shipments per day ("volume") -5.4 -9.0
Weight per shipment -1.6 -0.7
Freight's revenue in the second quarter of 2009 decreased 22.6% from the same
period of 2008 and, in the first half of 2009, decreased 23.6% from the same
prior-year period. Revenue per day decreased 23.1% in the second quarter due
to a 7.0% decline in weight per day and a 17.4% decrease in yield. The 7.0%
decrease in weight per day reflects a 5.4% decline in shipments per day and a
1.6% decrease in weight per shipment. In the first half of 2009, revenue per
day decreased 23.0% as a result of a 9.5% decline in weight per day, a 14.9%
decrease in yield and a 1.5-day decline in the number of working days. The
9.5% decline in weight per day reflects a 9.0% decrease in shipments per day
and a 0.7% decline in weight per shipment. In the second quarter and first
half of 2009, the decline in yield was due primarily to decreases in fuel
surcharges and base freight rates. Freight volumes and yield reflect the
current adverse economic conditions, excess capacity in the less-than-
truckload market and a competitive pricing environment.
Excluding fuel surcharges, yields in the second quarter and first half of
2009 decreased 6.7% and 5.6%, respectively. In the second quarter, Con-way
Freight's fuel-surcharge revenue decreased to 9.4% of revenue in 2009 from
20.4% in 2008, and in the first six months, decreased to 9.3% of revenue in
2009 from 18.7% in 2008.
Freight's operating income in the second quarter of 2009 decreased 36.7% over
the same period of 2008 and, in the first six months of 2009, decreased 77.4%
from the same prior-year period. The decline in operating income resulted
from revenue that declined at a faster rate than operating expenses, due in
part to the high level of fixed costs in Freight's network, which is designed
to provide geographic coverage and consistent on-time performance. However,
2009 results benefited from cost-reduction measures implemented in April,
which resulted in approximately $35.3 million in savings related to salaries,
wages and other employee benefits expenses. The cost-reduction measures are
more fully discussed above in "- Overview."
In the second quarter and first half of 2009, expenses for salaries, wages
and other employee benefits decreased 18.0% and 14.7%, from the same periods
in 2008. Base compensation in the second quarter and first half of 2009
decreased 9.9% and 9.0%, respectively, due to a lower average employee count
and the cost-reduction measures. In the second quarter of 2009, incentive
compensation expense decreased $8.5 million and, in the first six months of
2009, decreased $10.8 million based on variations in performance measures
relative to incentive-plan targets. Employee benefits expense decreased
28.9% and 21.6% in the second quarter and first half of 2009, respectively,
due to lower expense for compensated absences, employer contributions to the
defined contribution plan, workers' compensation claims and employee medical
care, partially offset by increased pension expense for defined benefit
pension plans. In 2009, lower expense for compensated absences and employer
contributions to the defined contribution plan reflect Con-way's cost-
reduction measures. In the first half of 2008, higher expenses for
compensated absences were due in part to a non-recurring adjustment for a
benefit plan change associated with a restructuring initiative.
Expenses for fuel and fuel-related taxes in the second quarter and first half
of 2009 decreased 52.0% and 50.1%, respectively, due primarily to the decline
in the cost of diesel fuel and, to a lesser extent, a decline in miles
driven. Expense for purchased transportation decreased 12.9% and 11.8% in
the second quarter and first half of 2009, respectively, due to fuel-related
rate decreases and lower negotiated base rates, partially offset by an
increase in freight transported by third-party providers.
Other operating expenses decreased 12.5% and 16.4% in the second quarter and
first half of 2009, respectively, reflecting decreased corporate allocations
and decreases in cargo-loss and damage expense. Lower corporate allocations
in 2009 were due in part to cost-reduction measures.
Comparative operating results were affected by costs incurred for Freight's
re-branding initiative and restructuring activities. Under the re-branding
initiative, which was completed in the second quarter of 2008, Freight
incurred $1.2 million and $4.9 million of costs in the second quarter and
first half of 2008, respectively. In connection with its restructuring
activities, Freight recognized $1.6 million and $0.5 million of net
adjustments that reduced expense in the second quarter and first half of
2009, respectively, compared to $5.2 million of first-quarter charges in the
first half of 2008. For additional information concerning Freight's
restructuring activities see Note 3, "Restructuring Activities," in Item 1,
"Financial Statements."
The sequential monthly declines in tonnage that Con-way experienced in the
second half of 2008 abated in the first half of 2009. Weight per day
increased sequentially from January through June as monthly volumes benefited
from seasonal increases and focused sales initiatives. However, declines in
fuel prices contributed to lower fuel-surcharge revenue and yields. Due to
recent market conditions, the declines in fuel-surcharge revenue have not
been offset by equivalent increases in base freight-rate revenue. Since its
fuel-surcharge program has historically enabled Con-way Freight to more than
recover increases in fuel costs and fuel-related increases in purchased
transportation, these declines in fuel-surcharge revenue have had an adverse
effect on operating results.
Logistics
The table below compares operating results and operating margins of the
Logistics reporting segment. The table summarizes the segment's revenue as
well as net revenue (revenue less purchased transportation expense).
Carrier-management revenue is attributable to contracts for which Menlo
Worldwide Logistics manages the transportation of freight but subcontracts to
third parties the actual movement and delivery of products, which Menlo
Worldwide Logistics refers to as purchased transportation. Menlo Worldwide
Logistics' management places emphasis on net revenue as a meaningful measure
of the relative importance of its principal services since revenue earned on
most carrier-management services includes the third-party carriers' charges
to Menlo Worldwide Logistics for transporting the shipments.
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenue $ 326,955 $ 377,138 $ 643,432 $ 718,598
Purchased transportation (200,252) (250,507) (391,496) (465,959)
----------- ----------- ----------- -----------
Net revenue 126,703 126,631 251,936 252,639
Operating income 7,799 4,954 12,773 11,217
Operating margin on revenue 2.4% 1.3% 2.0% 1.6%
Operating margin on net revenue 6.2% 3.9% 5.1% 4.4%
Logistics' revenue in the second quarter and first half of 2009 decreased
13.3% and 10.5%, respectively, due to decreases in both carrier-management
and warehouse-management services. In 2009, revenue from carrier-management
services in the second quarter and first half decreased 17.0% and 13.9%,
respectively, while revenue from warehouse-management services decreased 3.1%
and 1.3%, respectively. Lower revenue at Logistics was due primary to
recessionary economic conditions, partially offset by revenue from new
customers, including the Defense Transportation Coordination Initiative
("DTCI") contract more fully discussed below.
Logistics' net revenue in the second quarter and first half of 2009 was
essentially flat compared to the prior-year periods due to revenue declines,
partially offset by lower purchased transportation expense that declined at a
faster rate than revenue and an increase in the percentage of revenue derived
from warehouse-management services. Purchased transportation expense
declined 20.1% and 16.0% in the second quarter and first half of 2009,
respectively.
Logistics' operating income in the second quarter and first half of 2009
increased 57.4% and 13.9%, respectively. Comparative operating results in
2009 benefited from cost-reduction measures, discussed more fully above under
"- Overview," and two customer-specific issues settled during the second
quarter of 2008 that increased 2008 expenses for cargo-loss claims and
uncollectible accounts.
Salaries, wages and other employee benefits increased 4.9% and 0.2% in the
second quarter and first half of 2009, reflecting increases in incentive
compensation and higher costs for employee benefits, partially offset by
lower expenses for other employee-related costs. In the second quarter,
incentive compensation increased $2.4 million or 104.6% and, in the first
half of 2009, increased $1.5 million or 31.6% based on variations in
performance measures relative to incentive-plan targets. Employee benefits
expense increased 10.2% and 9.8% in the second quarter and first half of
2009, respectively, due primarily to increased expenses related to Con-way's
defined benefit pension plan and share-based compensation awards. In
connection with the cost-reduction measures discussed above, Logistics
realized savings of approximately $1.4 million related to reductions in
benefits associated with the defined contribution plan and compensated
absences. Other employee-related costs decreased 36.1% and 34.7% in the
second quarter and first half of 2009, respectively, due primarily to lower
travel costs.
Expenses for rents and leases increased 17.3% and 19.1% in the second quarter
and first half of 2009, respectively, due primarily to the addition of new
warehouse-management services customers and a sale-leaseback transaction in
which two of Logistics' warehouses were sold in June 2008. In the second
quarter and first half of 2009, other operating expenses declined 9.5% and
2.5%, respectively. Lower other operating expenses were due primarily to
lower corporate allocations, a decline in warehouse supply costs, a decrease
in cargo-loss claims expense and a lower provision for uncollectible
accounts, partially offset by increases in the use of professional services
(primarily related to legal matters). Lower corporate allocations in 2009
were due in part to cost-reduction measures, while lower warehouse supply
costs reflect changes in customer needs. In the second quarter and first
half of 2009, purchased labor decreased 19.1% and 16.7%, respectively, as
labor levels were adjusted in response to declines in economic activity and
customer needs.
Operations under the DTCI contract began on March 31, 2008 and approximately
three-quarters of the distribution centers were operating as of June 30,
2009. The contract contributed revenue of $47.2 million and $83.7 million in
the second quarter and first half of 2009, respectively, and $4.9 million in
the second quarter and first half of 2008. The contract has not had a
significant effect on Logistics' operating income during the implementation
phase, which is expected to be completed in August when all distribution
centers will be in operation.
Truckload
The table below compares operating results, operating margins and the
percentage change in selected operating statistics of the Truckload reporting
segment. The table summarizes the segment's revenue as well as freight
revenue, which represents revenue excluding fuel surcharges, inter-segment
eliminations, and other non-trucking revenue. Truckload's management places
emphasis on freight revenue as a meaningful measure to evaluate results from
the core truckload freight operation. The table also includes operating
income and operating margin excluding the loss from impairment of goodwill.
Truckload's management believes these measures are relevant to evaluate its
on-going operations.
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Summary of Operating Results
Freight revenue $ 126,632 $ 128,908 $ 246,850 $ 244,547
Fuel-surcharge revenue 13,620 49,247 25,686 81,045
Other revenue 3,046 3,428 5,545 7,083
----------- ----------- ----------- -----------
Revenue before inter-segment
eliminations 143,298 181,583 278,081 332,675
Inter-segment eliminations (53,531) (44,220) (102,272) (79,343)
----------- ----------- ----------- -----------
Revenue from external
customers 89,767 137,363 175,809 253,332
Operating income (loss) 6,879 12,436 (125,799) 22,712
Loss from impairment of
goodwill -- -- 134,813 --
----------- ----------- ----------- -----------
Operating income excluding
impairment 6,879 12,436 9,014 22,712
Operating margin excluding
impairment 7.7% 9.1% 5.1% 9.0%
2009 vs. 2008 2009 vs. 2008
------------- -------------
Change in Selected Operating Statistics
Total Miles 0.0% +3.0%
Freight Revenue per Total Mile -1.7% -1.9%
Truckload's revenue from external customers in the second quarter of 2009
decreased 34.6% from the same period of 2008, reflecting a 21.1% decline in
revenue before inter-segment eliminations and a 21.1% increase in inter-
segment eliminations. The 21.1% second-quarter decline in revenue before
inter-segment eliminations was due primarily to a 72.3% decline in fuel-
surcharge revenue and a 1.8% decline in freight revenue. The 1.8% decline in
freight revenue reflects a 1.7% decline in revenue per mile and total miles
that were relatively unchanged from the prior year period.
In the first half of 2009, Truckload's revenue from external customers
decreased 30.6% from the same prior-year period, reflecting a 16.4% decline
in revenue before inter-segment eliminations and a 28.9% increase in inter-
segment eliminations. The 16.4% first-half decline in revenue before inter-
segment eliminations was due primarily to a 68.3% decline in fuel-surcharge
revenue partially offset by a 0.9% increase in freight revenue. The 0.9%
increase in freight revenue reflects a 3.0% increase in total miles and a 1.9
% decline in revenue per mile.
Lower fuel-surcharge revenue was due primarily to lower fuel prices in 2009
compared to 2008. The declines in revenue per mile were the result of
difficult economic conditions characterized by low demand for truckload
services and excess capacity in the truckload market.
Truckload's operating loss of $125.8 million in the first half of 2009 was
due to a $134.8 million charge for goodwill impairment. The impairment charge
reflects lower projected revenue and operating income and a discount rate
that reflected economic and market conditions, and is more fully discussed in
Note 2, "Goodwill and Intangible Assets," of Item 1, "Financial Statements."
Excluding the impairment charge, Truckload's operating income in the second
quarter and first half of 2009 declined 44.7% and 60.3%, respectively, from
the same prior-year periods due to revenue from external customers that
declined at a faster rate than operating expenses. In the second quarter of
2009, expenses for salaries, wages and other employee benefits were
essentially flat from the prior-year period. However, in the first half of
2009, expenses for salaries, wages and other employee benefits increased
4.9%, reflecting a 4.8% increase in base compensation and a 21.7% increase in
employee benefits expense, partially offset by a 28.1% decline in other
employee costs and a 21.7% decline in incentive compensation. Higher base
compensation was due primarily to increased driver miles and increased
mileage rates, which reflect an increase in driver tenure. Increased
employee benefits expense was due primarily to workers' compensation and
compensated absences, partially offset by lower costs for employee medical
care.
In the second quarter and first half of 2009, other operating expenses
increased 9.8% and 26.2% due primarily to losses on the disposition of
equipment, higher corporate allocations and an adjustment to a tax-related
receivable, partially offset by declines in vehicular insurance expense.
Losses on the disposition of equipment include a $2.5 million second-quarter
loss on 195 tractors as fleet capacity was realigned for market conditions.
Higher corporate allocations were due in part to increased services provided
by Con-way's shared-service center. Maintenance expenses increased 14.9% and
19.2% in the second quarter and first half of 2009, respectively, due to
increases in the average number of tractors and the average age of the
tractor fleet.
Expenses for fuel and fuel-related taxes declined 49.9% and 45.7% in the
second quarter and first half of 2009, respectively, due primarily to lower
fuel prices in 2009 compared to 2008. Purchased transportation decreased
28.2% and 30.1% in the second quarter and first half of 2009, respectively,
due to lower utilization of contract drivers and fuel-related rate declines.
Other
The Other reporting segment consists of the operating results of Road
Systems, a trailer manufacturer, and certain corporate activities for which
the related income or expense has not been allocated to other reporting
segments. Results in 2008 included expenses related to a variable-executive
compensation plan to promote synergistic inter-segment activities. The table
below summarizes the operating results for the Other reporting segment:
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- ---------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Revenues
Road Systems $ 1,660 $ 1,176 $ 2,340 $ 2,008
Operating Income (Loss)
Road Systems $ (504) $ 393 $ (861) $ 829
Con-way re-insurance
activities 2,464 1,096 4,015 1,971
Con-way corporate
properties (159) (151) (326) (307)
Variable-executive
compensation -- (772) -- (1,141)
Other 493 (471) 245 135
----------- ----------- ----------- -----------
$ 2,294 $ 95 $ 3,073 $ 1,487
=========== =========== =========== ===========
Discontinued Operations
Net income applicable to common shareholders includes the results of
discontinued operations, which, in the periods presented, related to the
shut-down of EWA, as more fully discussed in Note 4, "Discontinued
Operations," of Item 1, "Financial Statements." Results of discontinued
operations are presented below.
(Dollars in thousands except Three Months Ended Six Months Ended
per share amounts) June 30, June 30,
----------------------- -----------------------
2009 2008 2009 2008
----------- ----------- ----------- -----------
Gain from Disposal,
net of tax $ -- $ 1,609 $ -- $ 1,609
=========== =========== =========== ===========
Gain from Disposal -
per diluted share $ -- $ 0.04 -- 0.04
=========== =========== =========== ===========
Liquidity and Capital Resources
-------------------------------
Con-way's combined balance of cash, cash equivalents and current marketable
securities was $397.5 million at June 30, 2009 compared to $278.3 million at
December 31, 2008.
Cash and cash equivalents declined to $248.3 million at June 30, 2009 from
$278.3 million at December 31, 2008, as $181.8 million used in investing
activities and $32.0 million used in financing activities exceeded $184.0
million provided by operating activities. However, cash used in investing
activities primarily reflects a $149.2 million increase in marketable
securities. Cash provided by operating activities came primarily from net
income before non-cash items.
Six Months Ended
(Dollars in thousands) June 30,
-----------------------
2009 2008
----------- -----------
Operating Activities
Net income (loss) $ (119,310) $ 74,527
Non-cash adjustments
Loss from impairment of goodwill 134,813 --
Other non-cash adjustments (1) 132,522 121,458
----------- -----------
Net income before non-cash items 148,025 195,985
Changes in assets and liabilities 35,935 (58,314)
----------- -----------
Net Cash Provided by Operating Activities 183,960 137,671
Net Cash Used in Investing Activities (181,828) (48,076)
Net Cash Used in Financing Activities (31,968) (28,900)
----------- -----------
Net Cash Provided by (Used in) Continuing (29,836) 60,695
Operations
Net Cash Used in Discontinued Operations (103) (516)
----------- -----------
Increase (Decrease) in Cash and Cash Equivalents $ (29,939) $ 60,179
=========== ===========
(1) " Other non-cash adjustments" refer to depreciation, amortization,
deferred income taxes, provision for uncollectible accounts, and
other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first six months of 2009 was
$184.0 million, a $46.3 million increase from the first six months of 2008,
as a decrease in net income before non-cash items was more than offset by
cash provided from changes in assets and liabilities. In the first half of
2009, the decrease in net income before non-cash items reflects a $59.0
million decrease in net income after excluding a $134.8 million non-cash loss
from the impairment of goodwill. In the first six months of 2009, changes in
receivables, employee benefits and accrued income taxes increased operating
cash flow when compared to the same prior-year period, while changes in
accrued liabilities (excluding employee benefits and incentive compensation),
accounts payable, and self-insurance accruals decreased operating cash flow.
In the first six months of 2009, receivables provided $6.6 million due
primarily to decreased trade accounts receivable at the Logistics segment
partially offset by increased trade accounts receivable at the Freight
segment. In the first six months of 2008, receivables used $137.9 million
due to increased trade accounts receivable at the Freight and Logistics
segments.
Employee benefits used $5.7 million in the first half of 2009 compared to
$25.3 million used in the first half of 2008. The variation in cash used by
employee benefits reflects the recognition of net periodic benefit expense
for qualified pension plans in the first six months of 2009, compared to net
periodic benefit income earned in the same prior-year period. The decrease
in cash used was partially offset by Con-way's $5.0 million first-quarter
2009 funding contribution to the qualified pension plans.
Accrued income taxes provided $18.8 million in the first six months of 2009,
compared to $9.7 million in the same prior-year period, reflecting a $15.0
million refund of federal income taxes received in the first quarter of 2009
and variations in Con-way's income tax provision.
Cash provided by changes in accrued liabilities decreased to $13.2 million in
the first half of 2009 from $66.7 million in the first half of 2008, due
primarily to changes in accrued interest on the 7.25% Senior Notes issued in
December 2007 and changes in the liability for compensated absences. In the
first six months of 2009, the liability for compensated absences decreased as
a result of the reduction in the compensated-absences benefits at Freight and
Logistics and salary and wage reductions at the Freight and Other segments in
connection with cost-reduction measures. In the first six months of 2008,
the liability for compensated absences increased due to adjustments resulting
from a benefit plan change intended to align the benefits as part of a
restructuring initiative at the Freight segment.
Investing Activities
Cash used in investing activities increased to $181.8 million in the first
half of 2009, compared to $48.1 million used in the first half of 2008 due
primarily to purchases of marketable securities, partially offset by a
decrease in capital expenditures. Capital expenditures in the first six
months of 2009 decreased $70.4 million from the prior-year period due
primarily to a lower 2009 capital-expenditure plan in connection with Con-
way's cash-conservation efforts. The increase in cash used in investing
activities also reflects a decrease in proceeds received from the sale of
assets. The first six months of 2008 included $40.4 million of proceeds
received from a sale-leaseback transaction in which two of Logistics'
warehouses were sold.
Financing Activities
Financing activities used cash of $32.0 million in the first six months of
2009, compared to $28.9 million used in the same period of 2008. Significant
financing activities in the periods presented primarily include repayment of
debt obligations and dividend payments. Also, in the first half of 2008,
Con-way received $5.2 million in proceeds from the exercise of options, while
no options were exercised during the first half of 2009.
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, 2009, no borrowings were outstanding under Con-way's revolving
credit facility; however, $205.0 million of letters of credit were
outstanding, with $195.0 million of available capacity for additional letters
of credit or cash borrowings. The revolving facility is guaranteed by
certain of Con-way's material domestic subsidiaries and contains two
financial covenants: (i) a leverage ratio and (ii) a fixed-charge coverage
ratio. At June 30, 2009, Con-way was in compliance with the revolving credit
facility's financial covenants and expects to remain in compliance through
December 31, 2009 and thereafter.
Con-way had other uncommitted unsecured credit facilities totaling $66.7
million at June 30, 2009, which are available to support borrowings, letters
of credit, bank guarantees, and overdraft facilities. A total of $35.9
million was outstanding under these facilities at June 30, 2009, leaving
$30.8 million of available capacity.
As detailed in Note 7, "Employee Benefit Plans," of Item 1, "Financial
Statements," Con-way used repurchased common stock to fund $7.8 million in
contributions to the defined contribution retirement plan and $3.2 million of
preferred dividends.
At June 30, 2009, Con-way's $200 million 8 7/8% Notes due in May 2010 were
classified as current liabilities in the consolidated balance sheets.
Consistent with Con-way's objective to reduce its total debt balance, Con-way
intends to retire these notes upon maturity with internally generated cash.
See "- Forward-Looking Statements" below and Item 1A, "Risk Factors," and
Note 8, "Debt and Other Financing Arrangements," of Item 8, "Financial
Statements and Supplementary Data," in Con-way's 2008 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, 2008 are summarized
in Item 7, "Management's Discussion and Analysis - Liquidity and Capital
Resources - Contractual Cash Obligations," of Con-way's 2008 Annual Report on
Form 10-K. In the first six months of 2009, there have been no material
changes in Con-way's contractual obligations outside the ordinary course of
business.
Other
In 2009, Con-way estimates capital and software expenditures between $60
million and $65 million, net of asset dispositions, primarily for the
acquisition of tractor and trailer equipment. Con-way's actual 2009 capital
expenditures may differ from the estimated amount depending on factors such
as availability and timing of delivery of equipment.
Con-way's capital requirements relate primarily to the acquisition of revenue
equipment to support growth and/or replacement of older equipment with newer
equipment. In funding these capital expenditures and meeting working-capital
requirements, Con-way utilizes various sources of liquidity and capital,
including cash and cash equivalents, cash flow from operations, credit
facilities and access to capital markets. Con-way may also manage its
liquidity requirements and cash-flow generation by varying the timing and
amount of capital expenditures and by implementing cost-reduction actions.
In April 2009, Con-way implemented several measures to reduce costs and
conserve cash. These measures are detailed in Note 7, "Employee Benefit
Plans," of Item 1, "Financial Statements."
At June 30, 2009, Con-way's senior unsecured debt was rated as investment
grade by Standard and Poor's (BBB-), Fitch Ratings (BBB-), and Moody's
(Baa3). Standard and Poor's ratings of Con-way are on CreditWatch with
negative implications due to the effects of the economic downturn and
overcapacity in the less-than-truckload industry sector.
Critical Accounting Policies and Estimates
------------------------------------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. requires management to adopt
accounting policies and make significant judgments and estimates. In many
cases, there are alternative policies or estimation techniques that could be
used. Con-way maintains a process to evaluate the appropriateness of its
accounting policies and estimation techniques, including discussion with and
review by the Audit Committee of its Board of Directors and its independent
auditors. Accounting policies and estimates may require adjustment based on
changing facts and circumstances and actual results could differ from
estimates. Con-way believes that the accounting policies that involve the
most judgment and are the most material to the financial statements are those
related to the following:
* Defined Benefit Pension Plans
* Self-Insurance Accruals
* Income Taxes
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
* Goodwill
* Disposition and Restructuring Activities
There have been no significant changes to the critical accounting policies
and estimates disclosed in Con-way's 2008 Annual Report on Form 10-K,
excepted as noted below.
Defined Benefit Pension Plans
Effective April 30, 2009, Con-way amended its primary defined benefit pension
plan to permanently curtail benefits associated with future increases in
employee compensation. Prior to the amendment, future retirement benefits
considered participants' eligible compensation increases through 2016. In
connection with the curtailment, Con-way re-measured its plan-related assets
and liabilities as of April 30, 2009. Accordingly, as of the re-measurement
date, Con-way recorded a $299.9 million decrease to employee benefits, a
$116.9 million decrease in long-term deferred tax assets, and a $182.9
million net of tax increase to shareholders' equity (to reflect a reduction
in the accumulated other comprehensive loss). The decline in Con-way's
accrued pension liability was due primarily to an increase in the discount
rate used to measure the present value of the pension obligation. The
discount rate used at April 30, 2009 was 7.85% compared to a discount rate of
6.10% at December 31, 2008.
Con-way estimates that its defined benefit pension plans will result in
annual expense of $28 million in 2009.
New Accounting Standards
------------------------
Refer to Note 1, "Principal Accounting Policies," of Item 1, "Financial
Statements," for a discussion of recently issued accounting standards for
which the required adoption dates are in future periods.
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 legal and other claims and
proceedings that may be brought against Con-way;
* any statements regarding future economic conditions or performance;
* any statements regarding strategic acquisitions; and
* any statements of estimates or belief and any statements or assumptions
underlying the foregoing.
Certain such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of those terms or other variations of those
terms or comparable terminology or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent on
assumptions, data and methods that may be incorrect or imprecise and there
can be no assurance that they will be realized. In that regard, certain
important factors, among others and in addition to the matters discussed
elsewhere in this document and other reports and documents filed by Con-way
with the Securities and Exchange Commission, could cause actual results and
other matters to differ materially from those discussed in such forward-
looking statements. A detailed description of certain of these risk factors
is included in Item 1A, "Risk Factors," of Con-way's 2008 Annual Report on
Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices and foreign-currency exchange rates.
Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk. Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure. Con-way
held no material derivative financial instruments at June 30, 2009.
Interest Rates
Con-way is subject to the effect of interest-rate fluctuations on the fair
value of its long-term debt and on the amount of interest income earned on
cash-equivalent investments and marketable securities, as more fully
discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market
Risk," of Con-way's 2008 Annual Report on Form 10-K.
Fuel
Con-way is subject to risks associated with the availability and price of
fuel, which are subject to political, economic and market factors that are
outside of Con-way's control.
Con-way would be adversely affected by an inability to obtain fuel in the
future. Although historically Con-way has been able to obtain fuel from
various sources and in the desired quantities, there can be no assurance that
this will continue to be the case in the future.
Con-way may also be adversely affected by the timing and degree of
fluctuations in fuel prices. Currently, Con-way's business units have fuel-
surcharge revenue programs or cost-recovery mechanisms in place with a
majority of customers. Con-way Freight and Con-way Truckload maintain fuel-
surcharge programs designed to offset or mitigate the adverse effect of
rising fuel prices. Menlo Worldwide Logistics has cost-recovery mechanisms
incorporated into most of its customer contracts under which it recognizes
fuel-surcharge revenue designed to eliminate the adverse effect of rising
fuel prices on purchased transportation.
Although Con-way Freight's competitors in the less-than-truckload ("LTL")
market also impose fuel surcharges, there is no LTL industry-standard fuel-
surcharge formula. Con-way Freight's fuel-surcharge program, which is based
on a published national index, constitutes only part of Con-way Freight's
overall rate structure. Con-way Freight generally refers to "base freight
rates" as the collective pricing elements that exclude fuel surcharges.
Accordingly, changes to base freight rates reflect numerous factors such as
length of haul, freight class and weight per shipment, as well as customer-
negotiated adjustments. Ultimately, the total amount that Con-way Freight
can charge for its services is determined by competitive pricing pressures
and market factors.
Historically, its fuel-surcharge program has enabled Con-way Freight to more
than recover increases in fuel costs and fuel-related increases in purchased
transportation. As a result, Con-way Freight may be adversely affected if
fuel prices fall and the resulting decrease in fuel-surcharge revenue is not
offset by an equivalent increase in base freight-rate revenue. Although
lower fuel surcharges may improve Con-way Freight's ability to increase the
freight rates that it would otherwise charge, there can be no assurance in
this regard. Con-way Freight may also be adversely affected if fuel prices
increase. Customers faced with fuel-related increases in transportation
costs often seek to negotiate lower rates through reductions in the base
rates and/or limitations on the fuel surcharges charged by Con-way Freight,
which adversely affect Con-way Freight's ability to offset higher fuel costs
with higher revenue.
Con-way Truckload's fuel-surcharge program mitigates the effect of rising
fuel prices but does not always result in Con-way Truckload fully recovering
the increase in its cost of fuel. In part, this is due to fuel costs that
cannot be billed to customers, including costs such as those incurred in
connection with empty and out-of-route miles or when engines are being idled
during cold or warm weather. As with the LTL industry, there is no truckload
industry-standard fuel-surcharge formula.
Con-way would be adversely affected if, due to competitive and market
factors, its business units are unable to continue their current fuel-
surcharge programs and/or cost-recovery mechanisms. In addition, there can be
no assurance that the programs and/or mechanisms utilized by Con-way Freight
and Menlo Worldwide Logistics, as currently maintained or as modified in the
future, will be sufficiently effective to offset increases in the price of
fuel, or that the programs maintained by Con-way Truckload will enable Con-
way Truckload to sufficiently minimize its exposure to fuel-related cost
increases.
Foreign Currency
The assets and liabilities of Con-way's foreign subsidiaries are denominated
in foreign currencies, which create exposure to changes in foreign-currency
exchange rates. Con-way does not currently use derivative financial
instruments to manage foreign-currency risk.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.
(b) Internal Control Over Financial Reporting
There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Certain legal proceedings of Con-way are discussed in Note 11, "Commitments
and Contingencies," of Item 1, "Financial Statements."
ITEM 1A. RISK FACTORS
There are no material changes to the risk factors previously disclosed in
Part 1 Item 1A, "Risk Factors," of Con-way's 2008 Annual Report on Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Shareholders Meeting held May 19, 2009, the following proposals
were presented with the indicated voting results:
For the purpose of electing members of the Board of Directors, the votes
representing shares of common and preferred stock were cast as follows:
Nominee For Against
----------------- ---------- ---------
William R. Corbin 42,875,348 2,877,102
Robert Jaunich II 42,426,068 3,326,382
W. Keith Kennedy, Jr. 42,417,231 3,335,219
The following directors did not stand for election and continued in office as
directors after the Annual Shareholders Meeting: John J. Anton, Michael J.
Murray, John C. Pope, William J. Schroeder, Douglas W. Stotlar, Peter W.
Stott, and Chelsea C. White III.
Shareholders approved the proposal to approve amendments to Con-way Inc.'s
Certificate of Incorporation and Bylaws to set the number of directors of
Con-way Inc. at not less than seven or more than eleven by the following
vote: For 44,045,316; Against 1,313,698; Abstain 393,436.
Shareholders approved the proposal to approve amendments to Con-way Inc.'s
Certificate of Incorporation and Bylaws to eliminate the classification of
Con-way Inc.'s Board of Directors by the following vote: For 43,562,217;
Against 1,795,116; Abstain 395,118.
The appointment of KPMG LLP as Con-way Inc.'s independent registered public
accounting firm for the year 2009 was approved by the following vote: For
44,550,820; Against 925,983; Abstain 275,647.
ITEM 6. EXHIBITS
Exhibit No.
(3) Articles of incorporation and by-laws:
3.1 Con-way Inc. Certificate of Incorporation, as amended May 19, 2009.
3.2 Con-way Inc. By-Laws, as amended May 19, 2009.
(10) Material contracts:
10.1 Form of Restricted Stock Award Agreement for Directors of Con-way. #
(31) Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
(32) Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
# Designates a contract or compensation plan for Management and Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Con-way Inc.
-------------
(Registrant)
August 6, 2009 /s/ Stephen L. Bruffett
------------------------
Stephen L. Bruffett
Executive Vice President and
Chief Financial Officer