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, 2008
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
COMMISSION FILE NUMBER 1-5046
Con-way Inc.
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 94-1444798
2855 Campus Drive, Suite 300, San Mateo, California 94403
Telephone Number (650) 378-5200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
Smaller reporting company
---
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares of Common Stock, $.625 par value,
outstanding as of July 31, 2008: 45,698,906
CON-WAY INC.
FORM 10-Q
Quarter Ended June 30, 2008
_______________________________________________________________________________
_______________________________________________________________________________
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 2008 and December 31, 2007 3
Statements of Consolidated Income -
Three and Six Months Ended June 30, 2008 and 2007 5
Statements of Consolidated Cash Flows -
Six Months Ended June 30, 2008 and 2007 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 31
Item 4. Controls and Procedures 33
PART II. OTHER INFORMATION
Item 1.Legal Proceedings 34
Item 1A.Risk Factors 34
Item 6.Exhibits 35
Signatures 36
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, December 31,
ASSETS 2008 2007
------------ ------------
(Unaudited)
Current Assets
Cash and cash equivalents $ 236,477 $ 176,298
Marketable securities 15 30,016
Trade accounts receivable, net 646,367 503,940
Other accounts receivable 31,076 42,664
Operating supplies, at lower of
average cost or market 28,779 24,142
Prepaid expenses and other assets 37,102 40,746
Deferred income taxes 33,989 37,672
------------ ------------
Total Current Assets 1,013,805 855,478
------------ ------------
Property, Plant, and Equipment
Land 189,804 187,323
Buildings and leasehold improvements 785,767 792,962
Revenue equipment 1,278,306 1,246,816
Other equipment 289,552 265,640
------------ ------------
2,543,429 2,492,741
Accumulated depreciation and amortization (1,093,967) (1,033,953)
------------ ------------
Net Property, Plant, and Equipment 1,449,462 1,458,788
------------ ------------
Other Assets
Deferred charges and other assets 39,514 33,139
Capitalized software, net 33,327 35,010
Employee benefits 104,349 89,039
Marketable securities 7,500 --
Intangible assets, net 36,919 18,780
Goodwill 512,864 527,446
------------ ------------
734,473 703,414
------------ ------------
Total Assets $ 3,197,740 $ 3,017,680
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
June 30, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2008 2007
------------ ------------
(Unaudited)
Current Liabilities
Accounts payable $ 326,908 $ 276,105
Accrued liabilities 315,150 266,625
Accrued income taxes 1,438 --
Self-insurance accruals 107,285 110,986
Short-term borrowings 6,389 5,072
Current maturities of long-term debt 22,700 22,704
------------ ------------
Total Current Liabilities 779,870 681,492
Long-Term Liabilities
Long-term debt and guarantees 930,212 955,722
Self-insurance accruals 130,450 118,854
Employee benefits 192,789 195,145
Other liabilities and deferred credits 39,410 24,639
Deferred income taxes 139,928 132,732
------------ ------------
Total Liabilities 2,212,659 2,108,584
------------ ------------
Commitments and Contingencies (Notes 4 and 13)
Shareholders' Equity
Preferred stock, no par value; authorized
5,000,000 shares:
Series B, 8.5% cumulative, convertible,
$.01 stated value; designated 1,100,000
shares; issued 542,460 and 560,998
shares, respectively 5 6
Additional paid-in capital, preferred stock 82,503 85,322
Deferred compensation, defined contribution
retirement plan (15,620) (20,805)
------------ ------------
Total Preferred Shareholders' Equity 66,888 64,523
Common stock, $.625 par value; authorized
100,000,000 shares; issued 62,235,403 and
61,914,495 shares, respectively 38,758 38,615
Additional paid-in capital, common stock 579,007 568,190
Retained earnings 1,029,722 972,243
Cost of repurchased common stock
(16,616,509 and 16,698,513 shares,
respectively) (717,096) (720,583)
------------ ------------
Total Common Shareholders' Equity 930,391 858,465
------------ ------------
Accumulated Other Comprehensive Loss (12,198) (13,892)
------------ ------------
Total Shareholders' Equity 985,081 909,096
----------- ------------
Total Liabilities and Shareholders' Equity $ 3,197,740 $ 3,017,680
============ ============
The accompanying notes are an integral part of these statements.
CON-WAY INC.
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Revenues $1,339,685 $1,073,717 $2,541,266 $2,075,908
Costs and Expenses
Salaries, wages and
other employee benefits 532,360 461,202 1,046,614 907,757
Purchased transportation 307,024 269,531 573,097 526,390
Fuel and fuel-related taxes 170,320 77,797 304,378 145,590
Depreciation and amortization 51,981 37,067 103,208 74,130
Maintenance 32,713 28,545 67,967 53,805
Rents and leases 23,129 18,699 46,530 36,933
Purchased labor 17,588 14,652 35,608 29,811
Other operating expenses 109,710 88,603 214,996 172,052
Loss from equity investment -- -- -- 2,699
----------- ----------- ----------- -----------
1,244,825 996,096 2,392,398 1,949,167
----------- ----------- ----------- -----------
Operating Income 94,860 77,621 148,868 126,741
----------- ----------- ----------- -----------
Other Income (Expense)
Investment income 1,113 5,854 2,670 11,302
Interest expense (15,704) (8,773) (32,143) (17,324)
Miscellaneous, net 722 418 1,395 193
----------- ----------- ----------- -----------
(13,869) (2,501) (28,078) (5,829)
----------- ----------- ----------- -----------
Income from Continuing
Operations before Income
Tax Provision 80,991 75,120 120,790 120,912
Income Tax Provision 32,185 25,670 47,872 44,826
----------- ----------- ----------- -----------
Income from Continuing
Operations 48,806 49,450 72,918 76,086
----------- ----------- ----------- -----------
Discontinued Operations,
net of tax
Gain (Loss) from Disposal 1,609 (1,310) 1,609 1,609
----------- ----------- ----------- -----------
1,609 (1,310) 1,609 1,609
Net Income 50,415 48,140 74,527 77,695
Preferred Stock Dividends 1,717 1,765 3,373 3,479
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 48,698 $ 46,375 $ 71,154 $ 74,216
=========== =========== =========== ===========
Net Income from Continuing
Operations Available to
Common Shareholders $ 47,089 $ 47,685 $ 69,545 $ 72,607
=========== =========== =========== ===========
Weighted-Average Common
Shares Outstanding
Basic 45,371,033 45,286,315 45,300,860 45,636,617
Diluted 48,226,467 48,415,928 48,203,635 48,757,823
Earnings (Loss) per
Common Share
Basic
Net Income from
Continuing Operations $ 1.04 $ 1.05 $ 1.54 $ 1.59
Gain (Loss) from
Disposal 0.03 (0.03) 0.03 0.04
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 1.07 $ 1.02 $ 1.57 $ 1.63
=========== =========== =========== ===========
Diluted
Net Income from
Continuing Operations $ 0.98 $ 0.99 $ 1.45 $ 1.50
Gain (Loss) from
Disposal 0.04 (0.03) 0.04 0.03
----------- ----------- ----------- -----------
Net Income Available to
Common Shareholders $ 1.02 $ 0.96 $ 1.49 $ 1.53
=========== =========== =========== ===========
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,
-----------------------
2008 2007
----------- -----------
Cash and Cash Equivalents, Beginning of Period $ 176,298 $ 260,039
----------- -----------
Operating Activities
Net income 74,527 77,695
Adjustments to reconcile net income to net
cash provided by operating activities:
Discontinued operations, net of tax (1,609) (1,609)
Depreciation and amortization, net of accretion 100,795 71,741
Increase in deferred income taxes 6,284 8,933
Amortization of deferred compensation 5,185 5,087
Share-based compensation 5,508 5,350
Provision for uncollectible accounts 3,160 1,455
Loss from equity investment -- 2,699
Loss (Gain) from sales of property and
equipment, net 2,135 (1,136)
Changes in assets and liabilities:
Receivables (141,846) (29,961)
Prepaid expenses 2,989 (825)
Accounts payable 45,344 10,698
Accrued incentive compensation (11,464) (335)
Accrued liabilities, excluding accrued
incentive compensation and employee benefits 70,742 29,714
Self-insurance accruals 7,895 5,511
Accrued income taxes 9,739 35,134
Employee benefits (25,337) (8,717)
Deferred charges and credits (6,385) 2,016
Other (9,991) (5,400)
----------- -----------
Net Cash Provided by Operating Activities 137,671 208,050
----------- -----------
Investing Activities
Capital expenditures (108,087) (57,407)
Software expenditures (6,749) (4,217)
Proceeds from sales of property
and equipment, net 3,879 10,223
Proceeds from sale-leaseback transaction 40,380 --
Proceeds from sale of equity investment -- 51,900
Net decrease (increase) in marketable securities 22,501 (13,025)
----------- -----------
Net Cash Used in Investing Activities (48,076) (12,526)
----------- -----------
Financing Activities
Repayment of short-term borrowings,
long-term debt and guarantees (21,690) (18,617)
Proceeds from exercise of stock options 5,206 6,868
Excess tax benefit from stock option exercises 444 567
Payments of common dividends (9,113) (9,164)
Payments of preferred dividends (3,747) (4,027)
Repurchases of common stock -- (89,865)
----------- -----------
Net Cash Used in Financing Activities (28,900) (114,238)
----------- -----------
Net Cash Provided by Continuing Operations 60,695 81,286
----------- -----------
Discontinued Operations
Net Cash Provided by (Used in)
Operating Activities (516) 4,048
----------- -----------
Net Cash Provided by (Used in)
Discontinued Operations (516) 4,048
----------- -----------
Increase in Cash and Cash Equivalents 60,179 85,334
----------- -----------
Cash and Cash Equivalents, End of Period $ 236,477 $ 345,373
=========== ===========
Supplemental Disclosure
Cash paid for income taxes, net $ 31,211 $ 488
=========== ===========
Cash paid for interest, net of
amounts capitalized $ 19,907 $ 19,740
=========== ===========
The accompanying notes are an integral part of these statements.
CON-WAY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principal Accounting Policies
Organization
Con-way Inc. and its consolidated subsidiaries ("Con-way") provide
transportation and logistics services for a wide range of manufacturing,
industrial and retail customers. Con-way's business units operate in
regional and transcontinental less-than-truckload and full-truckload freight
transportation, contract logistics and supply-chain management, freight
brokerage, and trailer manufacturing. As more fully discussed in Note 6,
"Segment Reporting," for financial reporting purposes, Con-way is divided
into five reporting segments: Freight, Logistics, Truckload, Vector and
Other.
Basis of Presentation
These interim financial statements of Con-way have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and Rule 10-01 of Regulation S-X, and
should be read in conjunction with Con-way's 2007 Annual Report on Form 10-K.
Accordingly, significant accounting policies and other disclosures normally
provided have been omitted.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, including normal
recurring adjustments, necessary to present fairly Con-way's financial
condition, results of operations and cash flows for the interim dates and
periods presented. Results for the interim periods presented are not
necessarily indicative of annual results.
New Accounting Standards
In February 2007, the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities," which permits an entity to
choose to measure many financial instruments and certain other items at fair
value at specified election dates. Subsequent unrealized gains and losses on
items for which the fair-value option has been elected will be reported in
earnings. Con-way's adoption of SFAS 159, effective January 1, 2008, did not
have a material effect on Con-way's financial statements.
In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB 51." Under the new
statement, noncontrolling interests in the net assets of subsidiaries must be
reported in the balance sheet within equity. On the face of the income
statement, SFAS 160 requires disclosure of the amounts of consolidated net
income attributable to both the parent and to the noncontrolling interest.
The effective date of SFAS 160 is the first fiscal year beginning after
December 15, 2008, and interim periods within those years, which for Con-way
is the first quarter of 2009. Con-way does not expect the adoption of SFAS
160 to have a material effect on its financial statements.
In December 2007, the FASB issued SFAS 141(revised 2007), "Business
Combinations" ("SFAS 141R"). The statement changes the acquisition-date and
subsequent-period accounting associated with business acquisitions. Several
of the changes have the potential to generate greater earnings volatility in
connection with and after an acquisition. The most significant provisions of
SFAS 141R result in a change in the accounting for transaction costs,
contingencies, and acquisition-date accounting estimates. Under the new
statement, transaction costs and transaction-related restructuring charges
will be expensed as incurred. Under SFAS 141R, certain contingent assets and
liabilities will be recognized at fair value. If new information is
available after the acquisition, these amounts may be subject to
remeasurement. Also, adjustments to acquisition-date accounting estimates
will be accounted for as adjustments to prior-period financial statements.
The effective date of SFAS 141R is the first fiscal year beginning after
December 15, 2008, which for Con-way is 2009. Con-way is evaluating the
effect of adopting SFAS 141R, including the effect on any acquisitions
consummated in 2009 or thereafter.
In March 2008, the FASB issued SFAS 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of SFAS 133." The
statement amends and expands the disclosure requirements in SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," to provide an
enhanced understanding of how and why an entity uses derivative instruments;
how derivative instruments and related hedged items are accounted for under
SFAS 133 and its related interpretations; and how derivative instruments
affect an entity's financial condition, results of operations, and cash
flows. The effective date of SFAS 161 is for annual and interim periods
beginning after November 15, 2008, which for Con-way is the first quarter of
2009. Con-way does not expect the adoption of SFAS 161 to have a material
effect on its financial statements.
In May 2008, the FASB issued SFAS 162, "The Hierarchy of Generally Accepted
Accounting Principles," which identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements that are presented in conformity with generally accepted
accounting principles ("the GAAP hierarchy"). SFAS 162 carries forward the
GAAP hierarchy established in Statement on Auditing Standards 69 ("SAS 69")
that applies to auditors. Like SAS 69, this statement contains four lettered
categories that correspond to different types of accounting standards. This
statement will be effective 60 days following the Security and Exchange
Commission's approval of the Public Company Accounting Oversight Board's
amendments to auditing standards. Con-way will apply the guidance when
applicable with no anticipated material effect on its financial statements.
Also in May 2008, the FASB issued SFAS 163, "Accounting for Financial
Guarantee Contracts - an interpretation of SFAS 60." This statement
prescribes a recognition approach under which a claim liability is recognized
when an insurer of a financial obligation expects that a claim loss will
exceed the unearned premium revenue. The effective date of SFAS 163 is for
annual and interim periods beginning after December 15, 2008, which for Con-
way is the first quarter of 2009. Con-way does not expect the adoption of
SFAS 163 to have a material effect on its financial statements.
Reclassifications and Revisions
Certain amounts in the prior-period financial statements have been
reclassified or revised to conform to the current-period presentation.
During the fourth quarter of 2007, Con-way identified certain adjustments
related to the first quarter of 2007. Con-way determined that those
adjustments were not material to either the first or the fourth quarter.
However, for a more accurate presentation, Con-way elected to revise the
results of the first quarter of 2007 to reflect those immaterial adjustments,
which included an increase in employee benefits expense due to amendments to
benefit plans for compensated absences, partially offset by associated
decreases in incentive compensation and income tax expense. For the periods
presented, the adjustments decreased 2007 year-to-date net income from
continuing operations by $4.1 million ($0.08 per diluted share).
Earnings per Share ("EPS")
Basic EPS is computed by dividing reported earnings by the weighted-average
common shares outstanding. Diluted EPS is calculated as follows:
(Dollars in thousands except Three Months Ended Six Months Ended
per share data) June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Numerator:
Continuing operations
(after preferred stock
dividends), as reported $ 47,089 $ 47,685 $ 69,545 $ 72,607
Add-backs:
Dividends on Series B
preferred stock, net
of replacement funding 283 284 524 533
----------- ----------- ----------- -----------
Continuing operations 47,372 47,969 70,069 73,140
----------- ----------- ----------- -----------
Discontinued operations 1,609 (1,310) 1,609 1,609
----------- ----------- ----------- -----------
Available to common
shareholders $ 48,981 $ 46,659 $ 71,678 $ 74,749
=========== =========== =========== ===========
Denominator:
Weighted-average common
shares outstanding 45,371,033 45,286,315 45,300,860 45,636,617
Stock options and nonvested
stock 301,546 400,583 348,887 392,176
Series B preferred stock 2,553,888 2,729,030 2,553,888 2,729,030
----------- ----------- ----------- -----------
48,226,467 48,415,928 48,203,635 48,757,823
=========== =========== =========== ===========
Anti-dilutive stock options
not included in denominator 1,386,029 851,899 1,386,029 878,399
=========== =========== =========== ===========
Earnings (Loss) per Diluted
Share:
Continuing operations $ 0.98 $ 0.99 $ 1.45 $ 1.50
Discontinued operations 0.04 (0.03) 0.04 0.03
----------- ----------- ----------- -----------
Available to common
shareholders $ 1.02 $ 0.96 $ 1.49 $ 1.53
=========== =========== =========== ===========
2. Acquisitions
Contract Freighters, Inc.
On August 23, 2007, Con-way acquired the outstanding common shares of
Transportation Resources, Inc. ("TRI"). TRI is the holding company for
Contract Freighters, Inc. and other affiliated companies (collectively,
"CFI"). Following the acquisition of CFI, the operating results of CFI are
reported with the operating results of Con-way's former truckload operation
in the Truckload reporting segment. In September 2007, Con-way integrated
the former truckload operation with the CFI business unit. The name of the
CFI business unit was changed to Con-way Truckload in January 2008. The
purchase price calculated for CFI was $752.3 million.
Cougar Logistics
On September 5, 2007, Menlo Worldwide, LLC ("MW") acquired the outstanding
common shares of Cougar Holdings Pte Ltd., and its primary subsidiary, Cougar
Express Logistics (collectively, "Cougar Logistics"). Following the
acquisition, the operating results of Cougar Logistics are reported with the
operating results of the Menlo Worldwide Logistics business unit in the
Logistics reporting segment. The purchase price calculated for Cougar
Logistics was $28.7 million.
Chic Logistics
On October 18, 2007, MW acquired the outstanding common shares of Chic
Holdings, Ltd. and its wholly owned subsidiaries, Shanghai Chic Logistics Co.
Ltd. and Shanghai Chic Supply Chain Management Co. Ltd. (collectively, "Chic
Logistics"). Following the acquisition, the operating results of Chic
Logistics are reported with the operating results of the Menlo Worldwide
Logistics business unit in the Logistics reporting segment. The purchase
price calculated for Chic Logistics was $59.1 million.
See Note 2, "Acquisitions," of Item 8, "Financial Statements and
Supplementary Data," in Con-way's 2007 Annual Report on Form 10-K for
additional information concerning Con-way's acquisitions, including the
allocation of the purchase prices to the net assets acquired and the
discussion of items affecting the determination of the purchase prices.
Goodwill and Intangible Assets
The excess of an acquired entity's purchase price over the amounts assigned
to assets acquired (including identified intangible assets) and liabilities
assumed is recorded as goodwill. In connection with the acquisitions in
2007, Con-way recognized goodwill. Goodwill is not amortized but is tested
for impairment on an annual basis, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. The following table
shows the changes in the carrying amounts of goodwill attributable to each
applicable segment:
(Dollars in thousands) Logistics Truckload Other Total
---------- ---------- ---------- ----------
Balances at December 31, 2007 $ 55,146 $ 471,573 $ 727 $ 527,446
Adjustment to fair value (11,020) (8,814) -- (19,834)
Adjustment to deferred taxes 2,755 1,839 -- 4,594
Direct transaction costs 282 -- -- 282
Change in foreign currency
exchange rates 376 -- -- 376
---------- ---------- ---------- ----------
Balances at June 30, 2008 $ 47,539 $ 464,598 $ 727 $ 512,864
========== ========== ========== ==========
The purchase-price accounting is based on current estimates of the assets
acquired and liabilities assumed. Accordingly, revisions to the preliminary
estimates and evaluations, including valuations of tangible and intangible
assets and certain contingencies, may be necessary as information is received
from third parties and these items are finalized. During the first six
months of 2008, Con-way made revisions to the estimated fair value of net
assets acquired in connection with the purchase of CFI and Chic, primarily
$20.1 million in increases to the fair values of intangible assets, primarily
customer relationships. In addition, adjustments were made to deferred taxes
relating to the fair value of assets acquired.
In connection with the acquisitions, Con-way recognized as definite-lived
intangible assets the estimated fair value of acquired customer relationships
and trademarks. Intangible assets consisted of the following:
June 30, 2008 December 31, 2007
------------------------ ------------------------
Weighted-
Average Gross Gross
(Dollars in Life Carrying Accumulated Carrying Accumulated
thousands) (Years) Amount Amortization Amount Amortization
--------- ----------- ------------ ----------- ------------
Customer
relationships 10.9 $ 37,513 $ 2,366 $ 18,046 $ 731
Trademarks 2.0 2,550 778 1,710 245
----------- ------------ ----------- ------------
$ 40,063 $ 3,144 $ 19,756 $ 976
=========== ============ =========== ============
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
2008, amortization expense related to intangible assets was $1.3 million and
$2.1 million, respectively. 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 2008 $ 2,600
2009 4,900
2010 3,800
2011 3,800
2012 3,500
2013 3,000
3. Restructuring Activities
In August 2007, Con-way Freight began a business-transformation initiative to
combine its three regional operating companies into one centralized operation
to improve the customer experience and streamline its processes. The
reorganization into a centralized entity is intended to improve customer
service and efficiency through the development of uniform pricing and
operational processes, implementation of best practices, and fostering of
innovation. In the first half of 2008, Con-way incurred costs of $5.2
million in connection with the business-transformation initiative, including
$2.6 million of restructuring charges, as summarized below, and $2.6 million
of other costs, consisting primarily of consulting fees. Con-way Freight
completed the reorganization in the first quarter of 2008.
The following table summarizes the effect of restructuring activities for the
six months ended June 30, 2008:
(Dollars in Liability at Charges Cash Liability at Total Costs
thousands) December 31, Incurred Payments June 30, Incurred To
2007 or 2008 Date
Write-
offs
------------- ---------- --------- ------------ -------------
Employee-
separation
costs $ 1,785 $ 780 $ (2,515) $ 50 $ 7,009
Facility and
lease-
termination
costs 2,794 850 (780) 2,864 3,644
Asset-
impairment
charges -- -- -- -- 2,401
Other 592 962 (1,511) 43 2,786
------------- ---------- --------- ------------ -------------
Total $ 5,171 $ 2,592 $ (4,806) $ 2,957 $ 15,840
============= ========== ========= ============ =============
Con-way reported the employee-separation costs in salaries, wages and other
employee benefits, the facility costs in rents and leases and the asset-
impairment charges and other charges in other operating expenses in the
statements of consolidated income.
4. Discontinued Operations
Discontinued operations in the periods presented relate to (1) the closure of
Con-way Forwarding in June 2006, (2) the sale of Menlo Worldwide Forwarding,
Inc. and its subsidiaries and Menlo Worldwide Expedite!, Inc. (collectively
"MWF") in December 2004, (3) the shut-down of Emery Worldwide Airlines, Inc.
("EWA") in December 2001 and the termination of its Priority Mail contract
with the USPS in 2000, and (4) the spin-off of Consolidated Freightways
Corporation ("CFC") in December 1996. The results of operations and cash
flows of discontinued operations have been segregated from continuing
operations, except where otherwise noted.
Results of discontinued operations are summarized below:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
(Dollars in thousands) 2008 2007 2008 2007
----------- ----------- ----------- -----------
Gain (Loss) from Disposal,
net of tax
Con-way Forwarding $ -- $ 156 $ -- $ 156
MWF -- (60) -- (33)
EWA 1,609 (186) 1,609 2,706
CFC -- (1,220) -- (1,220)
----------- ----------- ----------- -----------
$ 1,609 $ (1,310) $ 1,609 $ 1,609
=========== =========== =========== ===========
Con-way Forwarding
In June 2006, Con-way closed the operations of its domestic air freight
forwarding business known as Con-way Forwarding. The decision to close the
operating unit was made following management's detailed review of the unit's
competitive position and its prospects in relation to Con-way's long-term
strategies. In the periods presented, the results from Con-way Forwarding
related to adjustments to loss estimates.
MWF
In October 2004, Con-way and MW entered into a stock purchase agreement with
United Parcel Service, Inc. ("UPS") to sell all of the issued and outstanding
capital stock of MWF. Con-way completed the sale in December 2004. Con-way
agreed to indemnify UPS against certain losses that UPS may incur after the
closing of the sale with certain limitations. Any losses related to these
indemnification obligations or any other costs, including any future cash
expenditures related to the sale that have not been estimated and recognized,
will be recognized in future periods as an additional loss from disposal when
and if incurred. In the periods presented, the results from MWF related to
adjustments to loss estimates.
EWA
In the periods presented, results from EWA relate to adjustments of loss
estimates, except for a first-quarter net gain in 2007 of $2.9 million (net
of tax of $1.7 million) that relates to a recovery of prior losses. EWA's
estimated loss reserves declined to $0.4 million at June 30, 2008, from $3.3
million at December 31, 2007, due primarily to the resolution of labor
matters described below.
In connection with the cessation of its air-carrier operations in 2001, EWA
terminated the employment of all of its pilots and flight crewmembers. Those
pilots and crewmembers were represented by the Air Line Pilots Association
("ALPA") under a collective bargaining agreement. Subsequently, ALPA filed
grievances on behalf of the pilots and flight crewmembers protesting the
cessation of EWA's air-carrier operations and MWF's use of other air
carriers. These matters have been the subject of litigation in U.S. District
Court and state court in California, including litigation brought by ALPA and
by former EWA pilots and crewmembers no longer represented by ALPA. On June
30, 2006, EWA, for itself and for Con-way Inc. and Menlo Worldwide
Forwarding, Inc. ("MWF, Inc."), concluded a final settlement of the
California state court litigation. Under the terms of the settlement,
plaintiffs received a cash payment of $9.2 million from EWA, and the lawsuit
was dismissed with prejudice. On August 8, 2006, EWA paid $10.9 million to
settle the U.S. District Court litigation brought by ALPA that finally
concluded litigation with former EWA pilots and flight crewmembers still
represented by ALPA as of that date. The cash settlements reduced by an
equal amount EWA's estimated loss reserve applicable to the grievances filed
by ALPA.
Two additional actions were brought by groups of former EWA pilots and flight
crewmembers no longer represented by ALPA. One action brought in federal
court in Ohio in February 2007 was settled in April 2008 for $627,000. In
the second action, which was ordered by the court to binding arbitration, the
arbitrator granted EWA's motion to dismiss the arbitration in April 2008. The
arbitrator's decision is now final, and accordingly, a $1.6 million second-
quarter gain (net of tax of $1.0 million) was recognized to eliminate the
previously accrued reserves associated with the contingency.
CFC
The results of CFC relate to Con-way's spin-off of CFC to Con-way's
shareholders on December 2, 1996. In connection with the spin-off of CFC,
Con-way agreed to indemnify certain states, insurance companies and sureties
against the failure of CFC to pay certain workers' compensation, tax and
public liability claims that were pending as of September 30, 1996. In the
periods presented, Con-way's losses related to CFC were due to revisions of
estimated losses related to indemnified workers' compensation liabilities.
5. Sale of Unconsolidated Joint Venture
Vector SCM, LLC ("Vector") was a joint venture formed with General Motors
("GM") in December 2000 for the purpose of providing logistics management
services on a global basis for GM, and for customers in addition to GM.
GM Exercise of Call Right
In June 2006, GM exercised its right to purchase Con-way's membership
interest in Vector. Con-way in December 2006 recognized a receivable from GM
of $51.9 million (an amount equal to the $84.8 million fair value of Con-
way's membership interest reduced by Con-way's $32.9 million payable to
Vector) and also recognized a $41.0 million gain (an amount equal to the
$51.9 million receivable reduced by Con-way's $9.0 million net investment in
Vector and $1.9 million of sale-related costs). In January 2007, Con-way
received a $51.9 million payment from GM. Following negotiation with GM in
the first quarter of 2007, an additional receivable of $2.7 million due from
GM could not be collected, and accordingly, a $2.7 million loss was
recognized in the Vector reporting segment to write off the outstanding
receivable from GM.
Transition and Related Services
Pursuant to a closing agreement, GM and Con-way specified the transition
services, primarily accounting assistance, and the compensation amounts for
such services, to be provided to GM through December 31, 2008. In addition,
GM and Con-way entered into an agreement for Con-way to provide certain
information-technology support services at an agreed-upon compensation
through at least September 30, 2008. Under these agreements, the Logistics
segment reported revenue of $2.8 million in the second quarter and $5.5
million in the first half of 2008, compared to $2.8 million and $5.6 million
in the same respective periods of 2007, primarily for information-technology
services provided to GM.
6. Segment Reporting
Con-way discloses segment information in the manner in which the business
units are organized for making operating decisions, assessing performance and
allocating resources. For financial reporting purposes, Con-way is divided
into the following five reporting segments:
* Freight. The Freight segment consists of the operating results of the
Con-way Freight business unit, which provides regional, inter-
regional, and transcontinental less-than-truckload freight services
throughout North America.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit (also referred to as Menlo
Logistics), which develops contract-logistics solutions, including the
management of complex distribution networks and supply-chain
engineering and consulting, and also provides freight brokerage
services. The Logistics segment includes the results of Cougar
Logistics and Chic Logistics for periods subsequent to their
acquisition.
* Truckload. The Truckload segment includes the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America,
including services into and out of Mexico. Following the acquisition
of CFI in August 2007, the operating results of CFI are reported with
the operating results of Con-way's former truckload operation in the
Truckload reporting segment.
* Vector. Prior to its sale, the Vector reporting segment consisted of
Con-way's proportionate share of the net income from Vector, a joint
venture with GM. GM purchased Con-way's membership interest in Vector
in December 2006.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments.
Financial Data
Management evaluates segment performance primarily based on revenue and
operating income (loss). Accordingly, interest expense, investment income
and other non-operating items are not reported in segment results. Corporate
expenses are generally allocated based on measurable services provided to
each segment, or for general corporate expenses, based on segment revenue and
capital employed. Inter-segment revenue and related operating income have
been eliminated to reconcile to consolidated revenue and operating income.
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Revenues from External
Customers
Freight $ 824,008 $ 744,922 $1,567,328 $1,424,612
Logistics 377,138 323,909 718,598 644,390
Truckload 137,363 1,289 253,332 2,237
Other 1,176 3,597 2,008 4,669
----------- ----------- ----------- -----------
$1,339,685 $1,073,717 $2,541,266 $2,075,908
=========== =========== =========== ===========
Inter-segment Revenues
Freight $ 13,312 $ 12,047 $ 24,539 $ 25,335
Logistics 15 123 23 240
Truckload 44,220 17,598 79,343 35,167
Other 12,325 7,101 23,547 16,837
----------- ----------- ----------- -----------
$ 69,872 $ 36,869 $ 127,452 $ 77,579
=========== =========== =========== ===========
Revenues before Inter-
segment Eliminations
Freight $ 837,320 $ 756,969 $1,591,867 $1,449,947
Logistics 377,153 324,032 718,621 644,630
Truckload 181,583 18,887 332,675 37,404
Other 13,501 10,698 25,555 21,506
Inter-segment Revenue
Eliminations (69,872) (36,869) (127,452) (77,579)
----------- ----------- ----------- -----------
$1,339,685 $1,073,717 $2,541,266 $2,075,908
=========== =========== =========== ===========
Operating Income (Loss)
Freight $ 77,375 $ 72,152 $ 113,452 $ 119,830
Logistics 4,954 6,935 11,217 13,471
Truckload 12,436 (2,306) 22,712 (2,969)
Vector -- -- -- (2,699)
Other 95 840 1,487 (892)
----------- ----------- ----------- -----------
$ 94,860 $ 77,621 $ 148,868 $ 126,741
=========== =========== =========== ===========
7. Fair-Value Measurements
In September 2006, the FASB issued SFAS No. 157, "Fair-Value Measurements,"
which defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair-value measurements. SFAS 157 applies to
other accounting pronouncements that require or permit fair-value
measurements and does not require any new fair-value measurements. In
February 2008, the FASB issued FASB Staff Position SFAS 157-2 ("FSP SFAS 157-
2"). FSP SFAS 157-2 delays the effective date of the application of SFAS 157
for nonfinancial assets and liabilities, except for items that are recognized
or disclosed at fair value on a recurring basis, until fiscal years beginning
after November 15, 2008, and interim periods within those years, which for
Con-way is the first quarter of 2009. Con-way adopted SFAS 157 effective
January 1, 2008, except for the provisions that were delayed by FSP SFAS 157-
2. Nonfinancial assets for which Con-way has not applied the provisions of
SFAS 157 include those measured at fair value in the impairment testing of
goodwill and intangible assets and those initially measured at fair value in
a business combination, but not measured at fair value in subsequent periods.
SFAS 157 requires that assets and liabilities reported at fair value be
classified in one of the following three levels:
Level 1: Quoted market prices in active markets for identical assets or
liabilities
Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data
Level 3: Unobservable inputs that are not corroborated by market data
The following table summarizes the valuation of financial instruments by the
SFAS 157 levels:
June 30, 2008
-------------------------------------------
(Dollars in Total Level 1 Level 2 Level 3
thousands)
---------- ---------- ---------- ----------
Cash and cash equivalents $ 236,477 $ 236,477 $ -- $ --
Marketable securities 7,515 15 -- 7,500
Cash and cash equivalents consist of short-term interest-bearing instruments
with maturities of three months or less at the date of purchase. The
carrying amount of these instruments approximates their fair value due to
their short maturity.
At June 30, 2008, Con-way's marketable securities consisted primarily of one
auction-rate security with a par value of $7.5 million, which approximates
fair value. The liquidity of auction-rate securities has been adversely
affected by auction failures that have prevented investors from selling the
securities on predetermined auction dates. Accordingly, Con-way reclassified
the auction-rate security from current marketable securities to long-term
marketable securities. Due to the lack of quoted market prices at June 30,
2008, Con-way's auction-rate security was valued with an income approach that
utilized a discounted cash flow model. The assumptions used in preparing the
discounted cash flow model included estimates with respect to the amount and
timing of future interest and principal payments, forward projections of the
interest rate benchmarks, the probability of full repayment of the principal
considering the AAA credit rating of the issue, and the rate of return
required by investors to purchase the security considering the current
liquidity risk associated with auction-rate securities.
8. Employee Benefit Plans
In the periods presented, employees of Con-way and its subsidiaries in the
U.S. were covered under several retirement benefit plans, including defined
benefit pension plans, defined contribution retirement plans, and a
postretirement medical plan. Con-way's defined benefit pension plans include
"qualified" plans that are eligible for certain beneficial treatment under
the Internal Revenue Code ("IRC"), as well as "non-qualified" plans that do
not meet IRC criteria.
Defined Benefit Pension Plans
Con-way's qualified defined benefit pension plans (collectively, the
"Qualified Pension Plans") consist mostly of the primary defined benefit
pension plan ("Primary DB Plan"), which covers the non-contractual employees
and former employees of Con-way's continuing operations as well as former
employees of its discontinued operations. Con-way's other qualified defined
benefit pension plans cover only the former employees of discontinued
operations.
Con-way also sponsors a primary non-qualified supplemental defined benefit
pension plan ("Supplemental DB Plan") and several other unfunded non-
qualified benefit plans (collectively, the "Non-Qualified Pension Plans").
The Supplemental DB Plan provides additional benefits for certain employees
who are affected by IRC limitations on compensation eligible for benefits
available under the qualified Primary DB Plan.
The following tables summarize the components of net periodic benefit expense
(income) for Con-way's defined benefit pension plans:
Qualified Pension Plans
------------------------------------------------
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Service cost - benefits
earned during the period $ 27 $ 15 $ 54 $ 55
Interest cost on benefit
obligation 17,357 17,143 34,715 34,192
Expected return on plan
assets (24,246) (25,205) (48,493) (48,472)
Net amortization and
deferral (793) (1,280) (1,587) (1,614)
----------- ----------- ----------- -----------
Net periodic benefit
income $ (7,655) $ (9,327) $ (15,311) $ (15,839)
=========== =========== =========== ===========
Non-Qualified Pension Plans
------------------------------------------------
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Interest cost on
benefit obligation $ 1,115 $ 1,111 $ 1,922 $ 2,310
Net amortization and deferral 372 517 641 1,095
----------- ----------- ----------- -----------
Net periodic benefit
expense $ 1,487 $ 1,628 $ 2,563 $ 3,405
=========== =========== =========== ===========
Con-way does not expect to contribute to the Qualified Pension Plans in 2008
due to their funded status; however, this could change based on changes in
interest rates and asset returns.
Defined Contribution Retirement Plans
Con-way's defined contribution retirement plans consist mostly of the primary
defined contribution retirement plan (the "Primary DC Plan"), which covers
non-contractual U.S. employees.
Con-way recognized expense of $24.9 million and $46.9 million in the second
quarter and first six months of 2008, respectively, compared to $23.0 million
and $44.1 million in the same respective periods of 2007 for its matching
contributions under the Primary DC Plan. At June 30, 2008 and December 31,
2007, Con-way had recognized accrued liabilities of $17.0 million and $21.9
million, respectively, for its contributions related to the Primary DC Plan.
Postretirement Medical Plan
The following table summarizes the components of net periodic benefit expense
for the postretirement medical plan:
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Service cost - benefits earned
during the period $ 521 $ 829 $ 1,141 $ 1,410
Interest cost on benefit
obligation 1,783 1,743 3,386 3,538
Net amortization and deferral 175 741 (24) 1,241
----------- ----------- ----------- -----------
Net periodic benefit expense $ 2,479 $ 3,313 $ 4,503 $ 6,189
=========== =========== =========== ===========
9. Comprehensive Income
Comprehensive income, which is a measure of all changes in equity except
those resulting from investments by owners and distributions to owners, was
as follows:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Net income $ 50,415 $ 48,140 $ 74,527 $ 77,695
Other comprehensive
income (loss):
Foreign currency
translation adjustment 420 (261) 1,694 (235)
----------- ----------- ----------- -----------
Comprehensive income $ 50,835 $ 47,879 $ 76,221 $ 77,460
=========== =========== =========== ===========
10. Share-Based Compensation
Under terms of the share-based compensation plans, Con-way grants various
types of share-based compensation awards to employees and directors. The
plans provide for various types of awards, including awards in the form of
stock options, nonvested stock (also known as restricted stock), and
performance-share plan units.
Stock options are granted at prices equal to the market value of the common
stock on the date of grant and expire 10 years from the date of grant.
Generally, stock options are granted with three- or four-year graded-vesting
terms, under which one-third or one-fourth of the award, respectively, vests
each year. Stock options granted in and after December 2004 generally have
three-year graded-vesting terms, while stock options issued before that date
generally have four-year graded-vesting terms. Certain option awards provide
for accelerated vesting if there is a change in control (as defined in the
stock option plans). Effective September 26, 2006, Con-way established
vesting provisions for new option awards that generally provide for immediate
vesting of unvested shares upon qualifying retirement. Stock options issued
before that date generally provide for continued vesting subsequent to the
employee's retirement.
Shares of nonvested stock are valued at the market price of Con-way's common
stock at the date of award. Awards granted to directors are generally
granted with three-year graded-vesting terms, while awards granted to
employees generally vest three years from the award date.
Performance-share plan units ("PSPUs") are valued at the market price of Con-
way's common stock at the date of award and vest three years from the grant
date if certain performance criteria are achieved. The total number of
shares the award recipients may collectively receive depends upon the
achievement of certain performance criteria and can range from zero to
403,526 shares. The 2007 award is subject to forfeiture if an award
recipient leaves Con-way during the three-year period, while the 2008 award
allows for pro rata vesting if the award recipient leaves Con-way as a result
of death, disability or qualifying retirement. Outstanding PSPUs have a
weighted-average grant-date fair value of $44.35. The amount of expense
recorded each period is based on Con-way's current estimate of the number of
shares that will ultimately vest.
The following expense was recognized for share-based compensation:
(Dollars in Three Months Ended Three Months Ended
thousands) June 30, 2008 June 30, 2007
------------------------------ ------------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- ----------- -------- --------- ----------- --------
Salaries, wages
and other
employee
benefits $ 1,208 $ 1,113 $ 2,321 $ 1,847 $ 1,122 $ 2,969
Deferred income
tax benefit (461) (434) (895) (706) (438) (1,144)
--------- ----------- -------- --------- ----------- --------
Net share-based
compensation
expense $ 747 $ 679 $ 1,426 $ 1,141 $ 684 $ 1,825
========= =========== ======== ========= =========== ========
(Dollars in Six Months Ended Six Months Ended
thousands) June 30, 2008 June 30, 2007
------------------------------ ------------------------------
Stock Nonvested Stock Nonvested
Options Stock and Total Options Stock and Total
PSPUs PSPUs
--------- ----------- -------- --------- ----------- --------
Salaries, wages
and other
employee
benefits $ 2,915 $ 2,593 $ 5,508 $ 3,356 $ 1,994 $ 5,350
Deferred income
tax benefit (1,109) (1,011) (2,120) (1,283) (778) (2,061)
--------- ----------- -------- --------- ----------- --------
Net share-based
compensation
expense $ 1,806 $ 1,582 $ 3,388 $ 2,073 $ 1,216 $ 3,289
========= =========== ======== ========= =========== ========
11. Income Taxes
Con-way's effective tax rate was 39.7% and 39.6% in the second quarter and
first six months of 2008, respectively, and was 34.2% and 37.1% in the same
respective periods of last year. Excluding the effect of various discrete
tax adjustments, Con-way's second-quarter and year-to-date effective tax rate
in 2008 was 39.7% and 39.3%, respectively, and in 2007, was 37.5% and 37.6%,
respectively. The discrete tax adjustments, which primarily affected the
prior-year periods, largely reflect the settlement of issues following
completion of an Internal Revenue Service ("IRS") audit and a 2007 first-
quarter write-off of a receivable. As more fully discussed in Note 5, "Sale
of Unconsolidated Joint Venture," a receivable due from GM could not be
collected, and accordingly, a $2.7 million loss was recognized in the first
quarter of 2007. As a sale-related receivable, the write-off was a capital
loss for tax purposes and was not deductible from ordinary income. Higher
effective tax rates in 2008 reflect lower taxable income from foreign
subsidiaries, which limited Con-way's ability to utilize foreign tax credits,
and a decline in the amount of tax-exempt interest earned.
Con-way reported an income tax liability of $1.4 million at June 30, 2008 and
reported an income tax receivable of $7.6 million at December 31, 2007.
12. Sale-Leaseback Transaction
On June 30, 2008, Menlo Worldwide Logistics entered into agreements to sell
and lease back two warehouses located in Singapore. In connection with the
sale of the warehouses, Menlo Worldwide Logistics received $40.4 million.
The resulting $19.0 million gain is classified as a deferred credit in the
consolidated balance sheets and will be amortized over the ten-year term of
the leases. Each lease contains an option to renew for an additional five-
year term. As of June 30, 2008, future minimum payments associated with
these leases were as follows:
(Dollars in thousands)
Year ending December 31:
2008 $ 2,047
2009 4,100
2010 4,176
2011 4,277
2012 4,341
Thereafter (through 2018) 24,956
-----------
Total minimum lease payments $ 43,897
===========
13. Commitments and Contingencies
Spin-Off of CFC
On December 2, 1996, Con-way completed the 100% spin-off of Consolidated
Freightways Corporation ("CFC") to Con-way's shareholders. CFC was, at the
time of the spin-off, a party to certain multiemployer pension plans covering
some of its current and former employees. CFC's cessation 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 these multiemployer plans, and 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.
Con-way has received requests for information regarding the spin-off of CFC
from representatives of some of the pension funds, and Con-way responded to
those requests, providing the last of the requested documents in August 2004.
Very recently, nearly four years after Con-way complied with its requests for
documents, one of the larger pension funds, which assessed withdrawal
liabilities against CFC of approximately $319 million, advised Con-way that
while the pension fund's trustees have not been asked to assess withdrawal
liability against Con-way, the pension fund wishes to meet with Con-way to
discuss the matter.
To resolve uncertainties created by this pension fund's recent contact, Con-
way filed an arbitration demand and a federal lawsuit on August 11, 2008
against the pension fund. In the arbitration, Con-way has asked the
arbitrator to decide and resolve in Con-way's favor all arbitrable disputes
between the parties. In the lawsuit, Con-way Inc. v. Central States,
Southeast and Southwest Areas Pension Fund (United States District for the
Northern District of California 2008), Con-way has asked the court to compel
the pension fund to have all disputes between the parties decided in the
arbitration that Con-way filed, or, alternatively, to declare that Con-way is
not liable for any of CFC's unpaid withdrawal liabilities, and to enjoin the
pension fund from violating applicable statutory and plan requirements.
Con-way believes that the amount of any claims for CFC's unpaid withdrawal
liabilities that multiemployer plans may in the future assert against Con-way
could be material, and a judgment or arbitration award against Con-way for
all or a significant part of these claims could have a material adverse
effect on Con-way's financial condition, results of operations and cash
flows. Con-way believes that its actions in connection with the CFC spin-off
were proper and intends to vigorously defend itself from any claims brought
against it by multiemployer pension funds seeking to hold Con-way responsible
for CFC's unpaid 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.
As a result of the matters discussed above, Con-way can provide no assurance
that matters relating to the spin-off of CFC will not have a material adverse
effect on Con-way's financial condition, results of operations or cash flows.
Other
In February 2002, a lawsuit was filed against EWA in the District Court for
the Southern District of Ohio, alleging violations of the Worker Adjustment
and Retraining Notification Act (the "WARN Act") in connection with employee
layoffs and ultimate terminations due to the August 2001 grounding of EWA's
airline operations and the shutdown of the airline operations in December
2001. The court subsequently certified the lawsuit as a class action on
behalf of affected employees laid off between August 11 and August 15, 2001.
The WARN Act generally requires employers to give 60-days notice, or 60-days
pay and benefits in lieu of notice, of any shutdown of operations or mass
layoff at a site of employment. The estimated range for potential loss on
this matter is zero to approximately $9 million, plus accrued interest. Con-
way intends to continue to vigorously defend the lawsuit.
Con-way is a defendant in various other lawsuits incidental to its
businesses. It is the opinion of management that the ultimate outcome of
these actions will not have a material effect on Con-way's financial
condition, results of operations or cash flows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
Management's Discussion and Analysis of Financial Condition and Results of
Operations (referred to as "Management's Discussion and Analysis") is
intended to assist in a historical and prospective understanding of Con-way's
financial condition, results of operations, and cash flows, including a
discussion and analysis of the following:
* Overview of Business
* Results of Operations
* Liquidity and Capital Resources
* Critical Accounting Policies and Estimates
* New Accounting Standards
* Forward-Looking Statements
Overview of Business
--------------------
Con-way provides transportation, logistics and supply-chain management
services for a wide range of manufacturing, industrial and retail customers.
Con-way's business units operate in regional and transcontinental less-than-
truckload and full-truckload freight transportation, contract logistics and
supply-chain management, freight brokerage, and trailer manufacturing. For
financial reporting purposes, Con-way is divided into the following five
reporting segments:
* Freight. The Freight segment consists of the operating results of the
Con-way Freight business unit, which provides regional, inter-
regional, and transcontinental less-than-truckload freight services
throughout North America.
* Logistics. The Logistics segment consists of the operating results of
the Menlo Worldwide Logistics business unit (also referred to as Menlo
Logistics), which develops contract-logistics solutions, including the
management of complex distribution networks and supply-chain
engineering and consulting, and also provides freight brokerage
services. The Logistics segment includes the results of Cougar
Logistics and Chic Logistics for periods subsequent to their
acquisition.
* Truckload. The Truckload segment includes the operating results of
the Con-way Truckload business unit. Con-way Truckload provides
asset-based full-truckload freight services throughout North America,
including services into and out of Mexico. Following the acquisition
of CFI in August 2007, the operating results of CFI are reported with
the operating results of Con-way's former truckload operation in the
Truckload reporting segment.
* Vector. Prior to its sale, the Vector reporting segment consisted of
Con-way's proportionate share of the net income from Vector, a joint
venture with GM. GM purchased Con-way's membership interest in Vector
in December 2006.
* Other. The Other reporting segment consists of the operating results
of Road Systems, a trailer manufacturer, and certain corporate
activities for which the related income or expense has not been
allocated to other reporting segments.
Con-way's primary business-unit results generally depend on the number,
weight and distance of shipments transported, the prices received on those
shipments or services, and the mix of services provided to customers, as well
as the fixed and variable costs incurred by Con-way in providing the services
and the ability to manage those costs under changing circumstances. Con-
way's primary business units are affected by the timing and degree of
fluctuations in fuel prices and their ability to recover incremental fuel
costs through fuel-surcharge programs.
Con-way Freight transports shipments utilizing a network of freight service
centers combined with a fleet of company-operated line-haul and pickup-and-
delivery tractors and trailers. Con-way Truckload transports shipments using
a fleet of long-haul tractors and trailers. Menlo Logistics manages the
logistics functions of its customers and primarily utilizes third-party
transportation providers for the movement of customer shipments.
Results of Operations
---------------------
The overview below provides a high-level summary of Con-way's results from
continuing operations for the periods presented and is intended to provide
context for the remainder of the discussion on reporting segments. Refer to
"Reporting Segment Review" below for more complete and detailed discussion
and analysis.
Continuing Operations
(Dollars in thousands except Three Months Ended Six Months Ended
per share amounts) June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Revenues $1,339,685 $1,073,717 $2,541,266 $2,075,908
=========== =========== =========== ===========
Operating income $ 94,860 $ 77,621 $ 148,868 $ 126,741
Other expense 13,869 2,501 28,078 5,829
----------- ----------- ----------- -----------
Income from continuing
operations before income
tax provision 80,991 75,120 120,790 120,912
Income tax provision 32,185 25,670 47,872 44,826
----------- ----------- ----------- -----------
Income from continuing
operations 48,806 49,450 72,918 76,086
Preferred stock dividends 1,717 1,765 3,373 3,479
----------- ----------- ----------- -----------
Net income from continuing
operations available to
common shareholders $ 47,089 $ 47,685 $ 69,545 $ 72,607
=========== =========== =========== ===========
Diluted earnings per share $ 0.98 $ 0.99 $ 1.45 $ 1.50
Operating margin 7.1% 7.2% 5.9% 6.1%
Effective tax rate 39.7% 34.2% 39.6% 37.1%
Overview
Con-way's consolidated revenue for the second quarter of 2008 increased 24.8%
over the same period of 2007 and, in the first half of 2008, increased 22.4%
from the same prior-year period due largely to acquisition-related revenue
increases from Truckload and Logistics, and complemented by organic growth.
Excluding revenue from the companies acquired in the second half of 2007,
Con-way's second-quarter and first-half revenue in 2008 increased 9.8% and
8.0%, respectively, due to increases at Freight and Logistics.
In the second quarter of 2008, consolidated operating income increased 22.2%
from the same period last year due to increases at the Truckload and Freight
segments, partially offset by lower operating income from the Logistics and
Other segments. In the first half of 2008, consolidated operating income
increased 17.5% due primarily to improved operating results from Truckload,
partially offset by lower operating income from Freight and Logistics.
Increased operating income for the Truckload segment was due to the
acquisition of CFI, while declines in operating income from Logistics were
due primarily to losses at its recently acquired companies. Excluding
results from the acquired companies, Con-way's second-quarter and first-half
operating income increased 7.6% and 1.2%, respectively. As more fully
discussed in Note 3, "Restructuring Activities," of Item 1, "Financial
Statements," Freight incurred $5.2 million in expenses in the first-quarter
of 2008 related to its business-transformation initiative.
Since the announcement of Con-way's re-branding initiative in April 2006,
Con-way recognized total expense of $21.1 million through the second quarter
of 2008, when the initiative was substantially completed. Re-branding
expenses consisted primarily of the costs to convert Con-way Freight's
tractors and trailers to the new Con-way graphic identity. See "Reporting
Segment Review - Freight" below for re-branding expenses incurred by the
Freight segment in the periods presented. Under separate initiatives, Con-
way will incur re-branding expenses related to the companies acquired in the
second half of 2007; however, Con-way does not expect those expenses to be
material.
In the second quarter and first half of 2008, non-operating expense increased
$11.4 million and $22.2 million, respectively, due primarily to increases in
interest expense and declines in investment income. In the second quarter
and first half of 2008, interest expense increased $6.9 million and $14.8
million, respectively, and investment income declined $4.7 million and $8.6
million, respectively. Variations in interest expense and interest income
were due primarily to acquisitions in the second half of 2007, which were
financed with existing cash resources and proceeds from new debt financing.
Con-way's effective tax rate was 39.7% and 39.6% in the second quarter and
first six months of 2008, respectively, and was 34.2% and 37.1% in the same
respective periods of last year. Excluding the effect of various discrete
tax adjustments, as more fully discussed in Note 11, "Income Taxes," of Item
1, "Financial Statements," Con-way's second-quarter and year-to-date
effective tax rate in 2008 was 39.7% and 39.3%, respectively, and in 2007,
was 37.5% and 37.6%, respectively. Higher effective tax rates in 2008 reflect
lower taxable income from foreign subsidiaries, which limited Con-way's
ability to utilize foreign tax credits, and a decline in the amount of tax-
exempt interest earned.
Con-way's net income from continuing operations available to common
shareholders in the second quarter and first half of 2008 decreased 1.2% and
4.2%, respectively, reflecting higher non-operating expense and an increase
in the effective tax rate that offset higher operating income. Con-way's
diluted earnings per share from continuing operations in the same periods of
2008 decreased 1.0% and 3.3%, respectively.
Reporting Segment Review
Freight
-------
The following table compares operating results, operating margins, and the
percentage change in selected operating statistics of the Freight reporting
segment:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenues $ 824,008 $ 744,922 $1,567,328 $1,424,612
Operating Income 77,375 72,152 113,452 119,830
Operating Margin 9.4% 9.7% 7.2% 8.4%
2008 vs. 2007 2008 vs. 2007
--------------- ---------------
Selected Operating Statistics
Revenue per day +11.6% +11.4%
Weight per day +1.9 +2.5
Revenue per +9.6 +8.7
hundredweight ("yield")
Shipments per day ("volume") -0.9 +0.8
Weight per shipment +2.8 +1.7
The Freight segment's revenue in the second quarter of 2008 increased 10.6%
over the same period of 2007 and, in the first half of 2008, increased 10.0%
from the same prior-year period. Revenue increases at Freight in the second
quarter of 2008 reflect higher revenue per day and 0.5 more working days when
compared to the same period of last year. Revenue per day for Freight
increased 11.6% in the second quarter on a 1.9% increase in weight per day
and a 9.6% increase in yield. The 1.9% increase in weight per day was
achieved through a 2.8% increase in weight per shipment, partially offset by
a 0.9% decline in shipments per day. In the first half of 2008, revenue per
day increased 11.4% on a 2.5% increase in weight per day and an 8.7% increase
in yield. The 2.5% increase in weight per day in the first six months of
2008 was achieved through a 1.7% increase in weight per shipment combined
with a 0.8% increase in shipments per day.
Yield increases in 2008 primarily reflect increases in fuel surcharges and
average length of haul. Commensurate with higher transportation costs,
shipments with longer lengths of haul generally have higher yields. Yields
in both periods also reflect general rate increases. Con-way Freight
implemented a general rate increase of 5.5% on January 28, 2008 compared to a
4.9% increase on March 19, 2007. These general rate increases were applied
to customers with pricing governed by Con-way Freight's standard tariff;
however, the effects of the increases were diminished in part by the
competitive pricing environment. Yields in the second quarter and first half
of 2008 were also adversely affected by an increase in average weight per
shipment.
Excluding fuel surcharges, yields in the second quarter and first half of
2008 increased 1.2% and 1.6%, respectively. Like other LTL carriers, Con-way
Freight assesses many of its customers with a fuel surcharge. The fuel
surcharge is intended to compensate Con-way Freight for higher fuel costs and
fuel-related increases in purchased transportation. Fuel surcharges are only
one part of the overall rate structure, and the total price received from
customers is governed by market forces, as more fully discussed below in Item
3, "Quantitative and Qualitative Disclosures About Market Risk - Fuel." In
the second quarter, Freight's fuel-surcharge revenue increased to 20.4% of
revenue in 2008 from 13.2% in 2007, and in the first six months, increased to
18.7% of revenue in 2008 from 12.5% in 2007.
Freight's operating income in the second quarter of 2008 increased 7.2% over
the same period of 2007 and, in the first six months, decreased 5.3% from the
same prior-year period. Operating income in the periods presented benefited
from revenue growth but was adversely affected by increased costs for fuel
and purchased transportation, higher expenses for salaries, wages and other
employee benefits, and increases in other operating expenses. Operating
expenses in the first half of 2008 were adversely affected by $5.2 million of
costs related to Con-way Freight's business-transformation initiative. As
more fully discussed in Note 3, "Restructuring Activities," of Item 1,
"Financial Statements," Con-way Freight announced the reorganization in
August 2007 and it was completed at the end of the first quarter of 2008.
In the second quarter and first half of 2008, expenses for fuel and fuel-
related taxes increased 49.0% and 43.9%, respectively, due primarily to an
increase in the cost of diesel fuel. During the same comparative periods,
purchased transportation expense increased 31.5% and 29.3%, respectively,
reflecting an increase in freight transported by third-party providers and
fuel-related rate increases.
In the second quarter and first half of 2008, expenses for salaries, wages
and other employee benefits increased 2.9% and 3.4%, respectively, from the
same periods in 2007. Base compensation in the second quarter and first half
of 2008 increased 3.1% and 4.1%, respectively, due primarily to wage and
salary rate increases and, to a lesser extent, growth in head count and
additional freight-handling requirements. Employee benefits expense
increased 6.1% and 5.7% in the second quarter and first half of 2008,
respectively, due primarily to higher costs associated with workers'
compensation claims and health-care benefits, partially offset by a decline
in expenses for compensated absences. In both six-month periods presented,
expenses for compensated absences include non-recurring first-quarter
adjustments for benefit plan changes associated with the business-
transformation and operational-restructuring initiatives. In the second
quarter, incentive compensation decreased $4.3 million or 33.8% and, in the
first half of 2008, decreased $9.0 million or 45.5% based on variations in
performance measures relative to incentive-plan targets.
Other operating expenses increased 6.5% and 11.4% in the second quarter and
first half of 2008, respectively, reflecting the business-transformation
initiative, increased corporate allocations due to information technology
projects, and higher expenses for sales and marketing activities, including
promotional items and the use of consultants.
Under Freight's 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, compared to $2.9
million and $5.7 million in the second quarter and first half of 2007,
respectively. The re-branding costs were for expenses related primarily to
the conversion of tractors and trailers to the new Con-way graphic identity.
Logistics
---------
The table below compares operating results and operating margins of the
Logistics reporting segment. The table summarizes the segment's revenue as
well as net revenue (revenue less purchased transportation expenses).
Carrier-management revenue is attributable to contracts for which Menlo
Logistics manages the transportation of freight but subcontracts to third
parties the actual transportation and delivery of products, which Menlo
Logistics refers to as purchased transportation. Menlo Logistics' management
places emphasis on net revenue as a meaningful measure of the relative
importance of its principal services since revenue earned on most carrier-
management services includes the third-party carriers' charges to Menlo
Logistics for transporting the shipments.
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenues $ 377,138 $ 323,909 $ 718,598 $ 644,390
Purchased Transportation (250,507) (217,998) (465,959) (434,356)
----------- ----------- ----------- -----------
Net Revenues 126,631 105,911 252,639 210,034
Operating Income 4,954 6,935 11,217 13,471
Operating Margin on Revenue 1.3% 2.1% 1.6% 2.1%
Operating Margin on
Net Revenue 3.9% 6.5% 4.4% 6.4%
Logistics' revenue in the second quarter and first half of 2008 increased
16.4% and 11.5%, respectively, reflecting the acquisitions of Cougar
Logistics and Chic Logistics in the second half of 2007 and organic growth.
Excluding revenue from the acquired companies, Logistics' revenue in the
second quarter increased 9.3% due to a 7.8% increase in revenue from carrier-
management services and a 14.1% increase in revenue from warehouse-management
services, while in the first half of 2008, Logistics' revenue increased 4.4%
due to a 1.2% increase in revenue from carrier-management services and a
14.0% increase in revenue from warehouse-management services.
Logistics' net revenue in the second quarter and first half of 2008 increased
19.6% and 20.3%, respectively, partially due to the acquisitions of Cougar
Logistics and Chic Logistics. Excluding net revenue from the acquired
companies, Logistics' net revenue increased 10.8% and 11.7% in the second
quarter and first half of 2008, respectively. Higher net revenue in 2008
reflects an increase in the percentage of revenue derived from warehouse-
management services, which increases revenue without an associated increase
in purchased transportation.
Logistics' operating income in the second quarter and first half of 2008
decreased 28.6% and 16.7%, respectively, as higher net revenue was more than
offset by collective operating losses of $1.7 million in the second quarter
and $2.8 million in the first half of 2008 at Cougar Logistics and Chic
Logistics. Management expects revenue and operating results at the acquired
companies to improve in future periods. The remaining discussion of
operating results and percentage changes in expense categories excludes the
acquired companies.
Excluding operating losses from the acquired companies, Logistics' operating
income in the second quarter of 2008 declined 3.5%, but increased 4.3% in the
first half of 2008. The decline in operating income in the second quarter of
2008 was due primarily to two separate customer-specific issues settled
during the period that resulted in increased expense for cargo-loss claims
and a provision for an uncollectible account. In the second quarter and
first half of 2008, purchased transportation expenses increased 8.6% and
0.8%, respectively, due to increases in carrier-management services. Other
operating expenses; expenses for salaries, wages and other employee benefits;
costs for rents and leases; and purchased labor expense increased due
primarily to increased warehouse-management volumes associated with new
customers and growth with existing customers. Including the customer
specific issues discussed above, other operating expenses increased 18.3% and
17.4% in the second quarter and first half of 2008, respectively, due
primarily to increases in corporate allocations and the use of professional
services, higher costs for cargo loss and damage claims, and increased
facilities expenses. Salaries, wages and other employee benefits increased
5.1% and 7.6% in the second quarter and first half of 2008, respectively,
reflecting increases in base compensation, employee benefits, and other
employee-related costs. In the second quarter and first half of 2008, base
compensation rose 5.6% and 7.5%, respectively, due primarily to growth in
headcount. Employee benefits expense increased 3.0% in the second quarter
and 6.8% in the first half of 2008 due principally to higher costs associated
with heath-care and retirement benefits. Other employee-related costs
increased 18.8% and 22.9% in the second quarter and first half of 2008,
respectively, due primarily to an increase in acquisition-related travel
costs. In the second quarter and first half of 2008, expenses for rents and
leases increased 22.3% and 21.5%, respectively, and expenses for purchased
labor increased 10.9% and 8.8%, respectively.
In August 2007, the Department of Defense ("DOD") selected Menlo Worldwide
Logistics Government Services, LLC ("MWLGS"), a subsidiary of Menlo
Logistics, Inc., as the primary contractor for the Defense Transportation
Coordination Initiative ("DTCI"), a logistics program directed by the DOD to
streamline and improve domestic transportation and distribution operations.
Under the contract, MWLGS will be responsible for deploying and operating an
integrated logistics solution for shipment planning, shipment execution and
overall transportation management for DOD shipments moving into and among DOD
facilities in the contiguous United States. The contract, with a potential
seven-year life, has a three-year base period with an estimated $525 million
in transportation expenditures. Implementation of the initiative is being
rolled out in three phases over a 25-month period with the first distribution
center beginning operations on March 31, 2008. The contract did not have a
material effect on Logistics' revenue or operating income in the second
quarter or first half of 2008; however, as of June 30, 2008, $8.0 million in
unearned revenue and $6.0 million in deferred set-up costs have been recorded
and are reported in Con-way's consolidated balance sheets as accrued
liabilities, and deferred charges and other assets, respectively.
Truckload
---------
The following table compares revenues and operating income (loss) of the
Truckload reporting segment:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Summary of Segment
Operating Results
Revenues $ 137,363 $ 1,289 $ 253,332 $ 2,237
Operating Income (Loss) 12,436 (2,306) 22,712 (2,969)
Increased revenue and operating income at the Truckload reporting segment was
due to the acquisition of CFI. For periods prior to the acquisition of CFI
in August 2007, the operating results of the Truckload segment consist only
of the pre-acquisition truckload business unit. Results in 2008 include a
$0.7 million second-quarter restructuring charge related to the integration
of the Truckload business units. In all periods presented, segment revenue
is reported after the elimination of revenue recognized for truckload
services provided to Con-way Freight and Menlo Logistics. Accordingly,
revenue in the second quarter is reported net of inter-segment revenue of
$44.2 million in 2008 and $17.6 million in 2007. Revenue in the first six
months is reported net of inter-segment revenue of $79.3 million in 2008 and
$35.2 million in 2007. Con-way Truckload's results are affected by the
timing and degree of fluctuations in fuel prices, as more fully discussed
below in Item 3, "Quantitative and Qualitative Disclosures About Market Risk
- Fuel."
Vector
------
In December 2006, Con-way recognized the sale to GM of Con-way's membership
interest in Vector. The sale of Vector did not qualify as a discontinued
operation due to its classification as an equity-method investment, and
accordingly, Vector's income or losses are reported in net income from
continuing operations.
In 2007, segment results reported from Con-way's equity investment in Vector
included a $2.7 million first-quarter loss due to the write-off of a
business-case receivable from GM, as more fully discussed in Note 5, "Sale of
Unconsolidated Joint Venture," of Item 1, "Financial Statements."
Other
-----
The Other reporting segment consists of the operating results of Road
Systems, a trailer manufacturer, and certain corporate activities for which
the related income or expense has not been allocated to other reporting
segments. Results in the second quarter and first six months of 2008 include
expenses related to a variable executive compensation plan that promotes
synergistic inter-segment activities. The table below summarizes the
operating results for the Other reporting segment:
(Dollars in thousands) Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Revenues
Road Systems $ 1,176 $ 3,597 $ 2,008 $ 4,669
Operating Income (Loss)
Road Systems $ 393 $ 482 $ 829 $ 789
Con-way re-insurance
activities 1,096 584 1,971 (1,247)
Con-way corporate
properties (151) (271) (307) (725)
Variable executive
compensation (772) -- (1,141) --
Other (471) 45 135 291
----------- ----------- ----------- -----------
$ 95 $ 840 $ 1,487 $ (892)
=========== =========== =========== ===========
Discontinued Operations
Net income available to common shareholders in the periods presented includes
the results of discontinued operations, which relate to the closure of Con-
way Forwarding, the sale of MWF, the shut-down of EWA and its terminated
Priority Mail contract with the USPS, and the spin of CFC, as more fully
discussed in Note 4, "Discontinued Operations," of Item 1, "Financial
Statements." Results of discontinued operations are presented below.
(Dollars in thousands Three Months Ended Six Months Ended
except per share amounts) June 30, June 30,
----------------------- -----------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Gain (Loss) from
Disposal, net of tax $ 1,609 $ (1,310) $ 1,609 $ 1,609
=========== =========== =========== ===========
Gain (Loss) from
Disposal - per diluted share $ 0.04 $ (0.03) $ 0.04 $ 0.03
=========== =========== =========== ===========
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents rose to $236.5 million at June 30, 2008 from $176.3
million at December 31, 2007, as $137.7 million provided by operating
activities exceeded $48.1 million used in investing activities and $28.9
million used in financing activities. In the first half of 2008, cash
provided by operating activities came primarily from net income before non-
cash items while cash used in investing and financing activities primarily
reflects capital expenditures and the repayment of debt, respectively.
Six Months Ended
(Dollars in thousands) June 30,
-----------------------
2008 2007
----------- -----------
Operating Activities
Net income $ 74,527 $ 77,695
Discontinued operations (1,609) (1,609)
Non-cash adjustments (1) 123,067 94,129
----------- -----------
Net income before non-cash items 195,985 170,215
Changes in assets and liabilities (58,314) 37,835
----------- -----------
Net Cash Provided by Operating Activities 137,671 208,050
Net Cash Used in Investing Activities (48,076) (12,526)
Net Cash Used in Financing Activities (28,900) (114,238)
----------- -----------
Net Cash Provided by Continuing Operations 60,695 81,286
Net Cash Provided by (Used in)
Discontinued Operations (516) 4,048
----------- -----------
Increase in Cash and Cash Equivalents $ 60,179 $ 85,334
=========== ===========
(1) "Non-cash adjustments" refer to depreciation, amortization,
deferred income taxes, provision for uncollectible accounts,loss
from equity-method investment, and other non-cash income and expenses.
Operating Activities
Cash flow from operating activities in the first six months of 2008 was
$137.7 million, a $70.4 million decrease from the first six months of 2007,
as an increase in net income before non-cash items was offset by a net use of
cash due to changes in assets and liabilities. In the first half of 2008,
changes in receivables, employee benefits, and accrued income taxes reduced
operating cash flow when compared to the prior year, partially offset by an
increase in operating cash flow associated with accrued liabilities
(excluding employee benefits and incentive compensation) and accounts
payable.
In the first six months of 2008, receivables used $141.8 million, compared to
$30.0 million used in the same prior-year period, due to increased
receivables at the Freight and Logistics segments reflecting increased
revenues and increases in the average collection period for outstanding
receivables.
Employee benefits used $25.3 million in the first half of 2008 compared to
$8.7 million used in the first half of 2007. In both periods presented, the
use of cash associated with the changes in employee benefit assets and
liabilities primarily reflects net benefit income earned from the qualified
pension plans and benefit payments associated with non-qualified pension
plans, partially offset by expense recognized from the non-qualified pension
plans. However, the first half of last year also reflects the effect of
defined contribution plan amendments effective on January 1, 2007, which
resulted in an $18.6 million increase in the plan-related liability during
the six-month period ended on June 30, 2007.
Cash provided from accrued income taxes decreased to $9.7 million in the
first half of 2008 from $35.1 million in the same prior-year period due
primarily to tax refunds received in March 2007.
The increase in accrued liabilities provided $70.7 million in the first six
months of 2008 compared to $29.7 million in the first six months of 2007,
while the increase in accounts payable over the same periods provided $45.3
million and $10.7 million, respectively. Increases in accrued liabilities
and accounts payable primarily reflect higher business levels, while the
growth in accrued liabilities also reflects an increase in accrued interest
on the 7.25% Senior Notes issued in December 2007.
Investing Activities
Cash used in investing activities increased to $48.1 million in the first six
months of 2008 from $12.5 million used in the first six months of 2007 due
primarily to an increase in capital expenditures and a decrease in proceeds
received from the sale of assets, partially offset by changes in marketable
securities. Capital expenditures in the first half of 2008 increased $50.7
million from the same prior-year period due primarily to increased tractor
and trailer expenditures at the Truckload segment. The first six months of
2008 include $40.4 million of proceeds received from the sale of two
Logistics' warehouses, as more fully discussed in Note 12, "Sale-Leaseback
Transaction," of Item 1, "Financial Statements," compared to $51.9 million of
proceeds received in the first six months of 2007 from the sale of Con-way's
membership interest in Vector. In both periods presented, investing
activities also reflect sales and purchases of marketable securities, which
provided $22.5 million in the first half of 2008 compared to $13.0 million
used in the first half of 2007.
Financing Activities
Financing activities used cash of $28.9 million in the first six months of
2008 compared to $114.2 million used in the same period of 2007. The
decrease in the amount of cash used in financing activities was due primarily
to the conclusion of Con-way's common stock repurchase program on June 29,
2007. In the first half of 2007, common stock repurchases of $89.9 million
were made under a repurchase program authorized by Con-way's Board of
Directors. In both periods presented, financing activities also reflect
proceeds from the exercise of stock options, dividend payments and scheduled
debt repayments.
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, 2008, no borrowings were outstanding under Con-way's revolving
credit facility; however, $204.8 million of letters of credit were
outstanding, with $195.2 million of available capacity for additional letters
of credit or cash borrowings. Con-way had other uncommitted unsecured credit
facilities totaling $56.7 million at June 30, 2008, which are available to
support letters of credit, bank guarantees, and overdraft facilities; at that
date, a total of $19.6 million was outstanding under these facilities.
See "- Forward-Looking Statements" below; Item 1A, "Risk Factors," and Note
7, "Debt and Other Financing Arrangements," of Item 8, "Financial Statements
and Supplementary Data," in Con-way's 2007 Annual Report on Form 10-K for
additional information concerning Con-way's $400 million credit facility and
its other debt instruments.
Contractual Cash Obligations
Con-way's contractual cash obligations as of December 31, 2007 are summarized
in Con-way's 2007 Annual Report on Form
10-K under Item 7, "Management's Discussion and Analysis - Liquidity and
Capital Resources - Contractual Cash Obligations." In the first six months of
2008, there have been no material changes in Con-way's contractual
obligations outside the ordinary course of business, except for the sale-
leaseback transaction, discussed in Note 12, "Sale-Leaseback Transaction," of
Item 1, "Financial Statements."
Other
In 2008, Con-way anticipates net capital and software expenditures of
approximately $220 million ($268 million of expenditures net of $48 million
in proceeds received from the sale of properties and equipment). Con-way's
estimate for capital expenditures primarily includes acquisitions of
additional tractor and trailer equipment, land, and development of new and
existing facilities. Con-way's actual 2008 capital expenditures may differ
from the estimated amount, depending on factors such as actual and
anticipated business volumes, availability and timing of delivery of
equipment, the availability of land in desired locations for new facilities,
and the timing of obtaining permits, environmental studies and other
approvals necessary for the development of new and existing facilities.
At June 30, 2008, Con-way's senior unsecured debt was rated as investment
grade by Standard and Poor's (BBB), Fitch Ratings (BBB), and Moody's (Baa3).
Con-way believes that its working capital requirements and capital
expenditure plans in the foreseeable future will be adequately met with
various sources of liquidity and capital, including Con-way's cash and cash
equivalents, cash flow from operations, credit facilities and access to
capital markets.
Critical Accounting Policies and Estimates
------------------------------------------
The preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. requires management to adopt
accounting policies and make significant judgments and estimates. In many
cases, there are alternative policies or estimation techniques that could be
used. Con-way maintains a process to evaluate the appropriateness of its
accounting policies and estimation techniques, including discussion with and
review by the Audit Committee of its Board of Directors and its independent
auditors. Accounting policies and estimates may require adjustment based on
changing facts and circumstances and actual results could differ from
estimates.
Information concerning Con-way's "Critical Accounting Policies and Estimates"
is included in Item 7, "Management's Discussion and Analysis," in Con-way's
2007 Annual Report on Form 10-K. Con-way believes that the accounting
policies that require the most judgment and are material to the financial
statements are those related to the following:
* Defined Benefit Pension Plans
* Self-Insurance Accruals
* Income Taxes
* Revenue Recognition
* Property, Plant and Equipment and Other Long-Lived Assets
* Acquisitions
* Disposition and Restructuring Activities
There have been no significant changes to the critical accounting policies
and estimates disclosed in Con-way's 2007 Annual Report on Form 10-K.
New Accounting Standards
------------------------
Refer to Note 1, "Principal Accounting Policies," of Item 1, "Financial
Statements," for a discussion of recently issued accounting standards that
Con-way has not yet adopted.
Forward-Looking Statements
--------------------------
Certain statements included herein constitute "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to a number of risks and uncertainties, and should
not be relied upon as predictions of future events. All statements other
than statements of historical fact are forward-looking statements, including:
* any projections of earnings, revenues, weight, yield, volumes, income or
other financial or operating items;
* any statements of the plans, strategies, expectations or objectives of
Con-way's management for future operations or other future items;
* any statements concerning proposed new products or services;
* any statements regarding Con-way's estimated future contributions to
pension plans;
* any statements as to the adequacy of reserves;
* any statements regarding the outcome of any claims that may be brought
against Con-way by CFC's multi-employer pension plans;
* any statements regarding future economic conditions or performance;
* any statements regarding the outcome of legal and other claims and
proceedings against Con-way;
* any statements regarding strategic acquisitions; and
* any statements of estimates or belief and any statements or assumptions
underlying the foregoing.
Certain such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates" or
"anticipates" or the negative of those terms or other variations of those
terms or comparable terminology or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent on
assumptions, data and methods that may be incorrect or imprecise and there
can be no assurance that they will be realized. In that regard, certain
important factors, among others and in addition to the matters discussed
elsewhere in this document and other reports and documents filed by Con-way
with the Securities and Exchange Commission, could cause actual results and
other matters to differ materially from those discussed in such forward-
looking statements. A detailed description of certain of these risk factors
is included in Item 1A, "Risk Factors," of Con-way's 2007 Annual Report on
Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Con-way is exposed to a variety of market risks, including the effects of
interest rates, fuel prices, and foreign currency exchange rates.
Con-way enters into derivative financial instruments only in circumstances
that warrant the hedge of an underlying asset, liability or future cash flow
against exposure to some form of interest rate, commodity or currency-related
risk. Additionally, the designated hedges should have high correlation to
the underlying exposure such that fluctuations in the value of the
derivatives offset reciprocal changes in the underlying exposure. Derivative
financial instruments held by Con-way at June 30, 2008 did not have a
material effect on Con-way's financial statements.
Interest Rates
Con-way is subject to the effect of interest-rate fluctuations on the fair
value of its long-term debt and on the amount of interest income earned on
cash-equivalent investments and marketable securities, as more fully
discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market
Risk," of Con-way's 2007 Annual Report on Form 10-K.
Fuel
Con-way is subject to risks associated with the availability and price of
fuel, which are subject to political, economic, and market factors that are
outside of Con-way's control.
Con-way would be adversely affected by an inability to obtain fuel in the
future. Although historically Con-way has been able to obtain fuel from
various sources and in the desired quantities, there can no assurance that
this will continue to be the case in the future.
Con-way may also be adversely affected by the timing and degree of
fluctuations in fuel prices. Currently, Con-way's business units have fuel-
surcharge revenue programs or cost-recovery mechanisms in place with a
majority of customers. Con-way's business units in the Freight and Truckload
segments maintain fuel-surcharge programs designed to offset or mitigate the
adverse effect of rising fuel prices. Menlo Logistics has cost-recovery
mechanisms incorporated into most of its customer contracts under which it
recognizes fuel-surcharge revenue designed to eliminate the adverse effect of
rising fuel prices on purchased transportation.
Although Con-way Freight's competitors in the less-than-truckload ("LTL")
market also impose fuel surcharges, there is no LTL industry-standard fuel-
surcharge formula. Con-way Freight's fuel-surcharge program, which is based
on a published national index, constitutes only part of Con-way Freight's
overall rate structure. Con-way Freight generally refers to "base freight
rates" as the collective pricing elements that exclude fuel surcharges.
Accordingly, changes to base freight rates reflect numerous factors such as
length of haul, freight class, and weight per shipment as well as customer-
negotiated adjustments to Con-way's fuel-surcharge mechanism. Ultimately,
the total amount that Con-way Freight can charge for its services is
determined by competitive pricing pressures and market factors.
Historically, its fuel-surcharge program has enabled Con-way Freight to more
than recover increases in fuel costs and fuel-related increases in purchased
transportation. As a result, Con-way Freight may be adversely affected if
fuel prices fall and the resulting decrease in fuel-surcharge revenue is not
offset by an equivalent increase in base freight-rate revenue. Although
lower fuel surcharges may improve Con-way Freight's ability to increase the
freight rates that it would otherwise charge, there can be no assurance in
this regard. Con-way Freight may also be adversely affected if fuel prices
continue to increase or if fuel prices remain at historically high levels.
Customers faced with fuel-related increases in transportation costs often
seek to negotiate lower rates through reductions in the base rates and/or
limitations on the fuel surcharges charged by Con-way Freight, which
adversely affect Con-way Freight's ability to offset higher fuel costs with
higher revenue.
Con-way Truckload's fuel-surcharge program mitigates the effect of rising
fuel prices but does not result in Con-way Truckload fully recovering its
cost of fuel. In part, this is due to fuel costs that cannot be billed to
customers, including costs such as those incurred in connection with empty
and out-of-route miles or when engines are being idled during cold or warm
weather. As with the LTL industry, there is no truckload industry-standard
fuel-surcharge formula.
Con-way would be adversely affected if, due to competitive and market
factors, its business units are unable to continue their current fuel-
surcharge programs and/or cost-recovery mechanisms. In addition, there can be
no assurance that the programs and/or mechanisms utilized by Con-way Freight
and Menlo Logistics, as currently maintained or as modified in the future,
will be sufficiently effective to offset increases in the price of fuel, or
that the programs maintained by Con-way Truckload will enable Con-way
Truckload to sufficiently minimize its exposure to fuel-related cost
increases.
Foreign Currency
The assets and liabilities of Con-way's foreign subsidiaries are denominated
in foreign currencies, which create exposure to changes in foreign-currency
exchange rates. Con-way does not currently use derivative financial
instruments to manage foreign currency risk.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Con-way's management, with the participation of Con-way's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of Con-
way's disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report.
Based on such evaluation, Con-way's Chief Executive Officer and Chief
Financial Officer have concluded that Con-way's disclosure controls and
procedures are effective as of the end of such period.
(b) Internal Control Over Financial Reporting
There have not been any changes in Con-way's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that
have materially affected, or are reasonably likely to materially affect, Con-
way's internal control over financial reporting.
Con-way acquired CFI on August 23, 2007, Cougar Logistics on September 5,
2007 and Chic Logistics on October 18, 2007. Management excluded these
acquired companies from its assessment of the effectiveness of disclosure
controls and procedures and internal control over financial reporting as of
June 30, 2008. Management was unable to assess the effectiveness of the
disclosure controls and procedures and internal control over financial
reporting of these acquired companies because of the timing of the
acquisitions. Management expects to update its assessment of the
effectiveness of the disclosure controls and procedures and internal control
over financial reporting to include these companies as soon as practicable
but in any event, no later than in the Form 10-K for the annual period ended
December 31, 2008.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Con-way, along with other companies engaged in the LTL trucking business, was
named as a defendant in a purported class-action lawsuit filed on July 30,
2007 in the United States District Court for the Southern District of
California. The named plaintiffs, Farm Water Technological Services Inc.
d/b/a Water Tech. and C.B.J.T. d/b/a Agricultural Supply, allege that the
defendants have conspired to fix fuel surcharges for LTL shipments in
violation of Federal antitrust laws and are seeking treble damages,
injunctive relief, attorneys' fees and costs. After this lawsuit was filed,
approximately 50 similar lawsuits were filed by other plaintiffs in various
federal district courts, naming as defendants Con-way or Con-way Freight (or
both), as well as other companies engaged in the LTL trucking business. In
December 2007, these cases were consolidated for litigation in the Federal
District Court for the Northern District of Georgia in Atlanta.
In 2003, prior to the sale of MWF to UPS, Con-way became aware of information
that Emery Transnational, a Philippines-based joint venture in which MWF,
Inc. may be deemed to be a controlling partner, may have made certain
payments in violation of the Foreign Corrupt Practices Act. Con-way promptly
notified the Department of Justice and the Securities and Exchange Commission
of this matter, and MWF, Inc. instituted policies and procedures in the
Philippines designed to prevent such payments from being made in the future.
Con-way was subsequently advised by the Department of Justice that it is not
pursuing an investigation of this matter. Con-way conducted an internal
investigation of approximately 40 other MWF, Inc. international locations and
has shared the results of the internal investigation with the SEC. The
internal investigation revealed that Menlo Worldwide Forwarding (Thailand)
Limited, a Thailand-based joint venture, also may have made certain payments
in violation of the Foreign Corrupt Practices Act. MWF, Inc. made certain
personnel changes and instituted policies and procedures in Thailand designed
to prevent such payments from being made in the future. In December 2004,
Con-way completed the sale of its air freight forwarding business (including
the stock of MWF, Inc., Emery Transnational and Menlo Worldwide Forwarding
(Thailand) Limited) to an affiliate of UPS. In connection with that sale,
Con-way agreed to indemnify UPS for certain losses resulting from violations
of the Foreign Corrupt Practices Act. Con-way is currently unable to predict
whether it will be required to make payments under the indemnity or whether
the SEC will impose fines or other penalties directly on Con-way as a result
of the actions of Emery Transnational.
Certain legal proceedings of Con-way are also discussed in Note 4,
"Discontinued Operations," and Note 13, "Commitments and Contingencies," of
Item 1, "Financial Statements."
ITEM 1A. RISK FACTORS
A detailed description of risk factors is included in Item 1A, "Risk
Factors," of Con-way's 2007 Annual Report on Form 10-K. Except for the
discussion included herein under "Fuel" of Part 1, Item 3, "Market Risk,"
there have been no changes to Con-way's risk-factors disclosures.
ITEM 6. EXHIBITS
Exhibit No.
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(10) Material Contracts
10.1 Amendment No. 1 dated June 22, 2008 to the Amended and Restated
Con-way Inc. 2005 Deferred Compensation Plan for Executives. #
10.2 Summary of Material Executive Relocation Package (Item 5.02 to
Con-way's Report on Form 8-K filed on May 29, 2008).*#
(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.
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(Registrant)
August 11, 2008 /s/ Kevin C. Schick
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Kevin C. Schick
Senior Vice President and
Chief Financial Officer