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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NYSE:CNW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 47.55 | 0 | 01:00:00 |
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
Delaware
|
|
94-1444798
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2211 Old Earhart Road, Suite 100, Ann Arbor, MI
|
|
48105
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock ($0.625 par value)
|
|
New York Stock Exchange (NYSE)
|
Table of Contents
|
||
|
|
|
Item
|
|
Page
|
|
PART I
|
|
1.
|
Business
|
|
1A.
|
Risk Factors
|
|
1B.
|
Unresolved Staff Comments
|
|
2.
|
Properties
|
|
3.
|
Legal Proceedings
|
|
4.
|
Mine Safety Disclosures
|
|
|
Executive Officers of the Registrant
|
|
|
|
|
|
PART II
|
|
5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
6.
|
Selected Financial Data
|
|
7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
8.
|
Financial Statements and Supplementary Data
|
|
9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
9A.
|
Controls and Procedures
|
|
9B.
|
Other Information
|
|
|
|
|
|
PART III
|
|
10.
|
Directors, Executive Officers and Corporate Governance
|
|
11.
|
Executive Compensation
|
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
14.
|
Principal Accounting Fees and Services
|
|
|
|
|
|
PART IV
|
|
15.
|
Exhibits and Financial Statement Schedules
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
•
|
any liability resulting from and the costs of defending against litigation and claims related to labor and employment, personal injury, property damage, business practices, environmental liability and other matters;
|
•
|
the effect of severe winter weather or other weather-related events;
|
|
7
|
|
|
8
|
|
Name, Age and Positions with the Company
|
Relevant Business Experience
|
Douglas W. Stotlar
53, President and Chief Executive Officer
|
Served as Con-way's President and Chief Executive Officer since April 2005. Prior to this, served as Con-way's Senior Vice President and Con-way Freight's President and Chief Executive Officer since December 2004. Prior to this, served as Con-way Freight's Executive Vice President and Chief Operating Officer since June 2002. Prior to this, served as Con-way Freight's Executive Vice President of Operations since 1999. Prior to this, from 1985 to 1999, served in various capacities with Con-way and Con-way Freight, including as Vice President and General Manager of Con-way's expediting business.
|
Stephen L. Bruffett
50, Executive Vice President and Chief Financial Officer
|
Served as Con-way's Executive Vice President and Chief Financial Officer since September 2008. Prior to this, from 1998 to 2008, served in various capacities in finance and accounting, operations, investor relations and sales and marketing with YRC Worldwide, including as Chief Financial Officer.
|
Robert L. Bianco Jr.
49, Executive Vice President of Con-way and
President of Menlo Worldwide, LLC
|
Served as Con-way's Executive Vice President and Menlo Worldwide, LLC's President since June 2005. Prior to this, served as Menlo Logistics' President since 2002. Prior to this, from 1992 to 2002, served in various capacities with Menlo Logistics, including as Vice President of Operations since 1997.
|
Kevin S. Coel
55, Senior Vice President and Corporate Controller
|
Served as Con-way's Senior Vice President since April 2009 and Corporate Controller since 2000. Prior to this, from 1990 to 2000, served in various capacities in finance and accounting with Con-way.
|
Joseph M. Dagnese
53, Executive Vice President of Con-way and
President of Con-way Truckload Inc.
|
Served as Con-way's Executive Vice President and Con-way Truckload Inc.'s President since February 2014. Prior to this, from 1995 to 2014, served in various capacities with Menlo Worldwide Logistics including as Vice President of International since October 2013 and prior to that, as Vice President of Menlo's Automotive and Government Services Group since September 2008.
|
Stephen K. Krull
49, Executive Vice President, General Counsel and Secretary
|
Served as Con-way's Executive Vice President, General Counsel and Secretary since April 2011. Prior to this, from 2003 to 2011, served as Senior Vice President, General Counsel and Secretary of Owens Corning. Prior to this, from 1996 to 2003, served in various capacities in legal and corporate communications with Owens Corning.
|
W. Gregory Lehmkuhl
41, Executive Vice President of Con-way and
President of Con-way Freight Inc.
|
Served as Con-way's Executive Vice President and Con-way Freight Inc.'s President since September 2011. Prior to this, served as Con-way Freight's Executive Vice President of Operations since August 2008. Served previously in various capacities with Menlo Worldwide Logistics, including as Vice President of Menlo's Automotive Industry Group since January 2005.
|
Leslie P. Lundberg
56, Senior Vice President, Human Resources
|
Served as Con-way's Senior Vice President, Human Resources since January 2006. Prior to this, served as Executive Director of Compensation, Benefits and Human Resource Information Systems for a division of Sun Microsystems since 2003.
|
Charles R. Mullett
60, Vice President, Government Relations and Public Affairs
|
Served as Con-way's Vice President, Government Relations and Public Affairs since September 2007. Prior to this, served as Vice President of Government Relations since January 2005, and before that as Director Government Relations since January 2003. Prior to this, from 1989 to 2003, served in various capacities in operations and sales management with Con-way Freight Inc.
|
|
9
|
|
|
Cumulative Total Return
|
||||||||||||
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
|
|
Con-way Inc.
|
$
|
100.00
|
|
133.05
|
|
141.13
|
|
114.01
|
|
110.21
|
|
158.99
|
|
S&P Midcap 400
|
$
|
100.00
|
|
137.38
|
|
173.98
|
|
170.96
|
|
201.53
|
|
269.04
|
|
DJ Transportation Average
|
$
|
100.00
|
|
118.58
|
|
150.29
|
|
150.30
|
|
161.64
|
|
228.52
|
|
|
10
|
|
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
5,473,356
|
|
|
$
|
5,580,247
|
|
|
$
|
5,289,953
|
|
|
$
|
4,952,000
|
|
|
$
|
4,269,239
|
|
Operating Income (Loss) [a]
|
|
208,953
|
|
|
228,841
|
|
|
207,928
|
|
|
78,170
|
|
|
(25,928
|
)
|
|||||
Income (Loss) Before Income Tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision
|
|
154,365
|
|
|
170,954
|
|
|
148,072
|
|
|
16,557
|
|
|
(90,269
|
)
|
|||||
Income Tax Provision [b]
|
|
55,212
|
|
|
66,408
|
|
|
59,629
|
|
|
12,572
|
|
|
17,478
|
|
|||||
Net Income (Loss)
|
|
99,153
|
|
|
104,546
|
|
|
88,443
|
|
|
3,985
|
|
|
(107,747
|
)
|
|||||
Net Income (Loss) Applicable to
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Shareholders
|
|
99,153
|
|
|
104,546
|
|
|
88,443
|
|
|
3,985
|
|
|
(110,936
|
)
|
|||||
Per Common Share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings (Loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) Applicable
|
|
|
|
|
|
|
|
|
|
|
||||||||||
to Common Shareholders
|
|
1.75
|
|
|
1.87
|
|
|
1.60
|
|
|
0.08
|
|
|
(2.33
|
)
|
|||||
Diluted Earnings (Loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss) Applicable
|
|
|
|
|
|
|
|
|
|
|
||||||||||
to Common Shareholders
|
|
1.73
|
|
|
1.85
|
|
|
1.58
|
|
|
0.07
|
|
|
(2.33
|
)
|
|||||
Cash Dividends
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
46.04
|
|
|
38.78
|
|
|
42.38
|
|
|
40.34
|
|
|
48.32
|
|
|||||
Low
|
|
29.12
|
|
|
25.97
|
|
|
20.56
|
|
|
26.15
|
|
|
12.99
|
|
|||||
Weighted-Average Common Shares
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
56,511,563
|
|
|
55,837,574
|
|
|
55,388,297
|
|
|
52,507,320
|
|
|
47,525,862
|
|
|||||
Diluted
|
|
57,240,588
|
|
|
56,485,987
|
|
|
56,101,903
|
|
|
53,169,299
|
|
|
47,525,862
|
|
|||||
Financial Condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
484,502
|
|
|
$
|
429,784
|
|
|
$
|
438,010
|
|
|
$
|
421,420
|
|
|
$
|
476,575
|
|
Total assets
|
|
3,279,931
|
|
|
3,152,415
|
|
|
3,100,016
|
|
|
2,943,732
|
|
|
2,896,217
|
|
|||||
Long-term debt and capital leases
|
|
735,340
|
|
|
749,371
|
|
|
770,238
|
|
|
793,950
|
|
|
760,789
|
|
|||||
Other Data at Year-End
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of shareholders
|
|
5,452
|
|
|
5,803
|
|
|
6,168
|
|
|
6,481
|
|
|
6,745
|
|
|||||
Approximate number of regular full-time
|
|
|
|
|
|
|
|
|
|
|
||||||||||
employees
|
|
29,500
|
|
|
29,100
|
|
|
27,800
|
|
|
27,900
|
|
|
27,400
|
|
[a]
|
The comparability of Con-way's consolidated operating income (loss) was affected by the following:
|
•
|
Gain of $10.0 million in 2011 at Menlo Worldwide Logistics resulting from a purchase-price adjustment to settle a dispute associated with the 2007 acquisition of Chic Logistics.
|
•
|
Charge of $19.2 million in 2010 for the impairment of goodwill and other intangible assets at Menlo Worldwide Logistics.
|
•
|
Charge of $134.8 million in 2009 for the impairment of goodwill at Con-way Truckload.
|
[b]
|
The comparability of Con-way's income tax provision was affected by the following:
|
•
|
2010 reflects a non-deductible goodwill impairment charge at Menlo Worldwide Logistics.
|
•
|
2009 reflects a non-deductible goodwill impairment charge at Con-way Truckload.
|
|
11
|
|
|
12
|
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
$
|
5,473,356
|
|
|
$
|
5,580,247
|
|
|
$
|
5,289,953
|
|
Operating expenses
|
|
|
|
|
|
|
||||||
Other costs and expenses
|
|
5,264,403
|
|
|
5,351,406
|
|
|
5,092,025
|
|
|||
Gain from purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
|
|
5,264,403
|
|
|
5,351,406
|
|
|
5,082,025
|
|
|||
Operating income
|
|
208,953
|
|
|
228,841
|
|
|
207,928
|
|
|||
Other income (expense)
|
|
(54,588
|
)
|
|
(57,887
|
)
|
|
(59,856
|
)
|
|||
Income before income tax provision
|
|
154,365
|
|
|
170,954
|
|
|
148,072
|
|
|||
Income tax provision
|
|
55,212
|
|
|
66,408
|
|
|
59,629
|
|
|||
Net income
|
|
$
|
99,153
|
|
|
$
|
104,546
|
|
|
$
|
88,443
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$
|
1.73
|
|
|
$
|
1.85
|
|
|
$
|
1.58
|
|
Operating margin
|
|
3.8
|
%
|
|
4.1
|
%
|
|
3.9
|
%
|
|
13
|
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue before inter-segment eliminations
|
|
$
|
3,466,100
|
|
|
$
|
3,392,596
|
|
|
$
|
3,247,107
|
|
|
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
|
1,572,021
|
|
|
1,551,742
|
|
|
1,493,421
|
|
|||
Purchased transportation
|
|
594,356
|
|
|
585,489
|
|
|
532,059
|
|
|||
Other operating expenses
|
|
480,649
|
|
|
445,940
|
|
|
441,891
|
|
|||
Fuel and fuel-related taxes
|
|
363,026
|
|
|
376,323
|
|
|
386,928
|
|
|||
Depreciation and amortization
|
|
135,310
|
|
|
124,372
|
|
|
109,875
|
|
|||
Purchased labor
|
|
33,669
|
|
|
22,704
|
|
|
21,341
|
|
|||
Rents and leases
|
|
49,477
|
|
|
48,755
|
|
|
47,159
|
|
|||
Maintenance
|
|
91,545
|
|
|
93,402
|
|
|
94,654
|
|
|||
Total operating expenses
|
|
3,320,053
|
|
|
3,248,727
|
|
|
3,127,328
|
|
|||
Operating income
|
|
$
|
146,047
|
|
|
$
|
143,869
|
|
|
$
|
119,779
|
|
Operating margin
|
|
4.2
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
||
Selected Operating Statistics
|
|
|
|
|
|
||
Weight per day
|
|
-0.2
|
%
|
|
-0.3
|
%
|
|
Revenue per hundredweight ("yield")
|
|
+2.2
|
%
|
|
+4.4
|
%
|
|
Shipments per day ("volume")
|
|
-0.8
|
%
|
|
-1.9
|
%
|
|
Weight per shipment
|
|
+0.6
|
%
|
|
+1.6
|
%
|
|
|
14
|
|
|
15
|
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue before inter-segment eliminations
|
|
$
|
1,540,399
|
|
|
$
|
1,726,200
|
|
|
$
|
1,589,994
|
|
Purchased transportation
|
|
(858,468
|
)
|
|
(1,087,056
|
)
|
|
(988,405
|
)
|
|||
Net revenue
|
|
681,931
|
|
|
639,144
|
|
|
601,589
|
|
|||
|
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
|
265,837
|
|
|
260,863
|
|
|
230,760
|
|
|||
Other operating expenses
|
|
198,187
|
|
|
167,478
|
|
|
156,334
|
|
|||
Fuel and fuel-related taxes
|
|
780
|
|
|
850
|
|
|
1,034
|
|
|||
Depreciation and amortization
|
|
9,647
|
|
|
9,605
|
|
|
10,846
|
|
|||
Purchased labor
|
|
104,914
|
|
|
88,092
|
|
|
89,824
|
|
|||
Rents and leases
|
|
76,243
|
|
|
64,508
|
|
|
65,046
|
|
|||
Maintenance
|
|
2,856
|
|
|
3,132
|
|
|
2,998
|
|
|||
Gain from purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Total operating expenses excluding purchased transportation
|
|
658,464
|
|
|
594,528
|
|
|
546,842
|
|
|||
Operating income
|
|
$
|
23,467
|
|
|
$
|
44,616
|
|
|
$
|
54,747
|
|
Operating margin on revenue
|
|
1.5
|
%
|
|
2.6
|
%
|
|
3.4
|
%
|
|||
Operating margin on net revenue
|
|
3.4
|
%
|
|
7.0
|
%
|
|
9.1
|
%
|
|
16
|
|
|
17
|
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Freight revenue
|
|
$
|
475,439
|
|
|
$
|
470,429
|
|
|
$
|
459,221
|
|
Fuel-surcharge revenue
|
|
142,037
|
|
|
145,972
|
|
|
138,549
|
|
|||
Other revenue
|
|
19,334
|
|
|
19,155
|
|
|
17,244
|
|
|||
Revenue before inter-segment eliminations
|
|
636,810
|
|
|
635,556
|
|
|
615,014
|
|
|||
|
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
|
203,528
|
|
|
210,515
|
|
|
209,220
|
|
|||
Purchased transportation
|
|
46,703
|
|
|
36,397
|
|
|
27,650
|
|
|||
Other operating expenses
|
|
65,904
|
|
|
64,723
|
|
|
61,267
|
|
|||
Fuel and fuel-related taxes
|
|
169,041
|
|
|
175,635
|
|
|
177,633
|
|
|||
Depreciation and amortization
|
|
74,450
|
|
|
69,799
|
|
|
70,003
|
|
|||
Purchased labor
|
|
1,101
|
|
|
1,140
|
|
|
1,160
|
|
|||
Rents and leases
|
|
1,464
|
|
|
1,242
|
|
|
1,097
|
|
|||
Maintenance
|
|
35,928
|
|
|
31,184
|
|
|
32,171
|
|
|||
Total operating expenses
|
|
598,119
|
|
|
590,635
|
|
|
580,201
|
|
|||
Operating income
|
|
$
|
38,691
|
|
|
$
|
44,921
|
|
|
$
|
34,813
|
|
Operating margin on revenue
|
|
6.1
|
%
|
|
7.1
|
%
|
|
5.7
|
%
|
|||
Operating margin on revenue excluding fuel-surcharge revenue
|
|
7.8
|
%
|
|
9.2
|
%
|
|
7.3
|
%
|
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|
||
Selected Operating Statistics
|
|
|
|
|
|
||
Freight revenue per loaded mile
|
|
+1.6
|
%
|
|
+2.6
|
%
|
|
Loaded miles
|
|
-0.5
|
%
|
|
-0.2
|
%
|
|
|
18
|
|
|
19
|
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue before inter-segment eliminations
|
|
|
|
|
|
|
||||||
Trailer manufacturing
|
|
$
|
78,279
|
|
|
$
|
57,664
|
|
|
$
|
46,685
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
|
||||||
Trailer manufacturing
|
|
$
|
(37
|
)
|
|
$
|
(112
|
)
|
|
$
|
(123
|
)
|
Reinsurance activities
|
|
1,712
|
|
|
(3,049
|
)
|
|
(4,921
|
)
|
|||
Corporate properties
|
|
3,303
|
|
|
(1,363
|
)
|
|
3,750
|
|
|||
Other corporate costs
|
|
(4,230
|
)
|
|
(41
|
)
|
|
(117
|
)
|
|||
|
|
$
|
748
|
|
|
$
|
(4,565
|
)
|
|
$
|
(1,411
|
)
|
|
|
Years ended December 31,
|
||||||||||
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
99,153
|
|
|
$
|
104,546
|
|
|
$
|
88,443
|
|
Non-cash adjustments (1)
|
|
326,343
|
|
|
309,182
|
|
|
265,489
|
|
|||
Changes in assets and liabilities
|
|
(77,512
|
)
|
|
(102,317
|
)
|
|
(9,222
|
)
|
|||
Net Cash Provided by Operating Activities
|
|
347,984
|
|
|
311,411
|
|
|
344,710
|
|
|||
Net Cash Used in Investing Activities
|
|
(271,939
|
)
|
|
(265,845
|
)
|
|
(287,028
|
)
|
|||
Net Cash Used in Financing Activities
|
|
(21,327
|
)
|
|
(53,792
|
)
|
|
(41,092
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
|
$
|
54,718
|
|
|
$
|
(8,226
|
)
|
|
$
|
16,590
|
|
(1)
|
“Non-cash adjustments” refer to depreciation, amortization, deferred income taxes, provision for uncollectible accounts, purchase-price adjustments and other non-cash income and expenses.
|
|
20
|
|
|
21
|
|
(Dollars in thousands)
|
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
2014
|
|
2015-2016
|
|
2017-2018
|
|
2019 &
Thereafter |
||||||||||||||
Long-term debt
|
|
$
|
1,276,294
|
|
|
$
|
50,927
|
|
|
$
|
102,398
|
|
|
$
|
511,419
|
|
|
$
|
611,550
|
|
Capital leases
|
|
38,065
|
|
|
21,063
|
|
|
14,186
|
|
|
2,504
|
|
|
312
|
|
|||||
Operating leases
|
|
299,111
|
|
|
94,438
|
|
|
113,854
|
|
|
49,116
|
|
|
41,703
|
|
|||||
Service contracts
|
|
301,005
|
|
|
76,959
|
|
|
136,909
|
|
|
70,350
|
|
|
16,787
|
|
|||||
Employee benefit plans
|
|
102,067
|
|
|
9,606
|
|
|
19,563
|
|
|
20,746
|
|
|
52,152
|
|
|||||
Total
|
|
$
|
2,016,542
|
|
|
$
|
252,993
|
|
|
$
|
386,910
|
|
|
$
|
654,135
|
|
|
$
|
722,504
|
|
|
22
|
|
|
23
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
Discount rate on plan obligations
|
|
5.05%
|
|
4.25%
|
|
4.65%
|
|
5.55%
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
Expected long-term rate of return on plan assets
|
|
6.53%
|
|
7.10%
|
|
7.65%
|
|
8.00%
|
|
24
|
|
(Dollars in thousands)
|
25 Basis Point Increase
|
|
25 Basis Point Decrease
|
||||
Discount rate
|
|
|
|
||||
Effect on 2013 net periodic benefit expense (income)
|
$
|
(983
|
)
|
|
$
|
947
|
|
Effect on December 31, 2013 projected benefit obligation
|
(53,610
|
)
|
|
56,559
|
|
(Dollars in thousands)
|
25 Basis Point Increase
|
|
25 Basis Point Decrease
|
||||
Expected return on plan assets
|
|
|
|
||||
Effect on 2013 net periodic benefit expense (income)
|
$
|
(3,215
|
)
|
|
$
|
3,215
|
|
|
25
|
|
|
26
|
|
|
27
|
|
•
|
any projections of earnings, revenue, weight, yield, volumes, income or other financial or operating items;
|
•
|
any statements of the plans, strategies, expectations or objectives of Con-way’s management for future operations or other future items;
|
•
|
any statements concerning proposed new products or services;
|
•
|
any statements regarding Con-way’s estimated future contributions to pension plans;
|
•
|
any statements as to the adequacy of reserves;
|
•
|
any statements regarding the outcome of any legal and other claims and proceedings that may be brought by or against Con-way;
|
•
|
any statements regarding future economic conditions or performance;
|
•
|
any statements regarding strategic acquisitions; and
|
•
|
any statements of estimates or belief and any statements or assumptions underlying the foregoing.
|
|
28
|
|
|
29
|
|
|
30
|
|
(Dollars in thousands)
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
484,502
|
|
|
$
|
429,784
|
|
Marketable securities
|
|
—
|
|
|
3,200
|
|
||
Trade accounts receivable, net
|
|
575,013
|
|
|
567,097
|
|
||
Other accounts receivable
|
|
51,063
|
|
|
43,912
|
|
||
Operating supplies, at lower of average cost or market
|
|
23,910
|
|
|
23,180
|
|
||
Prepaid expenses and other current assets
|
|
57,961
|
|
|
49,681
|
|
||
Deferred income taxes
|
|
15,332
|
|
|
34,520
|
|
||
Total Current Assets
|
|
1,207,781
|
|
|
1,151,374
|
|
||
|
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
|
||||
Land
|
|
193,364
|
|
|
195,737
|
|
||
Buildings and leasehold improvements
|
|
856,038
|
|
|
840,966
|
|
||
Revenue equipment
|
|
1,857,737
|
|
|
1,746,816
|
|
||
Other equipment
|
|
353,205
|
|
|
329,730
|
|
||
|
|
3,260,344
|
|
|
3,113,249
|
|
||
Accumulated depreciation
|
|
(1,603,511
|
)
|
|
(1,526,648
|
)
|
||
Net Property, Plant and Equipment
|
|
1,656,833
|
|
|
1,586,601
|
|
||
|
|
|
|
|
||||
Other Assets
|
|
|
|
|
||||
Deferred charges and other assets
|
|
32,200
|
|
|
33,963
|
|
||
Capitalized software, net
|
|
21,488
|
|
|
20,365
|
|
||
Employee benefits
|
|
15,018
|
|
|
10,951
|
|
||
Intangible assets, net
|
|
8,640
|
|
|
10,997
|
|
||
Goodwill
|
|
337,971
|
|
|
338,164
|
|
||
|
|
415,317
|
|
|
414,440
|
|
||
Total Assets
|
|
$
|
3,279,931
|
|
|
$
|
3,152,415
|
|
|
31
|
|
(Dollars in thousands, except per share data)
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
390,537
|
|
|
$
|
330,665
|
|
Accrued liabilities
|
|
229,078
|
|
|
253,209
|
|
||
Self-insurance accruals
|
|
105,063
|
|
|
100,828
|
|
||
Short-term borrowings
|
|
1,588
|
|
|
6,982
|
|
||
Current maturities of long-term debt and capital leases
|
|
19,685
|
|
|
16,008
|
|
||
Total Current Liabilities
|
|
745,951
|
|
|
707,692
|
|
||
|
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
||||
Long-term debt
|
|
719,155
|
|
|
719,016
|
|
||
Long-term obligations under capital leases
|
|
16,185
|
|
|
30,355
|
|
||
Self-insurance accruals
|
|
142,307
|
|
|
143,735
|
|
||
Employee benefits
|
|
240,171
|
|
|
603,619
|
|
||
Other liabilities and deferred credits
|
|
39,524
|
|
|
32,201
|
|
||
Deferred income taxes
|
|
237,949
|
|
|
77,412
|
|
||
Total Liabilities
|
|
2,141,242
|
|
|
2,314,030
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Notes 5, 6, 7 and 11)
|
|
|
|
|
||||
|
|
|
|
|
||||
Shareholders' Equity
|
|
|
|
|
||||
Common stock, $0.625 par value; authorized 100,000,000 shares; issued
|
|
|
|
|
||||
64,592,756 and 63,565,453 shares, respectively
|
|
40,349
|
|
|
39,701
|
|
||
Additional paid-in capital, common stock
|
|
653,487
|
|
|
614,334
|
|
||
Retained earnings
|
|
1,043,472
|
|
|
966,939
|
|
||
Cost of repurchased common stock (7,669,889 and 7,583,471 shares, respectively)
|
|
(329,088
|
)
|
|
(326,128
|
)
|
||
Accumulated other comprehensive loss
|
|
(269,531
|
)
|
|
(456,461
|
)
|
||
Total Shareholders' Equity
|
|
1,138,689
|
|
|
838,385
|
|
||
Total Liabilities and Shareholders' Equity
|
|
$
|
3,279,931
|
|
|
$
|
3,152,415
|
|
|
32
|
|
(Dollars in thousands, except per share data)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
$
|
5,473,356
|
|
|
$
|
5,580,247
|
|
|
$
|
5,289,953
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Salaries, wages and employee benefits
|
|
2,143,036
|
|
|
2,125,104
|
|
|
2,027,870
|
|
|||
Purchased transportation
|
|
1,323,005
|
|
|
1,531,319
|
|
|
1,381,267
|
|
|||
Other operating expenses
|
|
634,107
|
|
|
567,810
|
|
|
553,692
|
|
|||
Fuel and fuel-related taxes
|
|
532,958
|
|
|
553,301
|
|
|
566,026
|
|
|||
Depreciation and amortization
|
|
230,751
|
|
|
216,215
|
|
|
202,647
|
|
|||
Purchased labor
|
|
148,165
|
|
|
113,619
|
|
|
113,929
|
|
|||
Rents and leases
|
|
129,325
|
|
|
115,954
|
|
|
116,415
|
|
|||
Maintenance
|
|
123,056
|
|
|
128,084
|
|
|
130,179
|
|
|||
Gain from purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
|
|
5,264,403
|
|
|
5,351,406
|
|
|
5,082,025
|
|
|||
Operating Income
|
|
208,953
|
|
|
228,841
|
|
|
207,928
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income (Expense)
|
|
|
|
|
|
|
||||||
Investment income
|
|
621
|
|
|
831
|
|
|
920
|
|
|||
Interest expense
|
|
(53,339
|
)
|
|
(54,777
|
)
|
|
(55,589
|
)
|
|||
Miscellaneous, net
|
|
(1,870
|
)
|
|
(3,941
|
)
|
|
(5,187
|
)
|
|||
|
|
(54,588
|
)
|
|
(57,887
|
)
|
|
(59,856
|
)
|
|||
Income before Income Tax Provision
|
|
154,365
|
|
|
170,954
|
|
|
148,072
|
|
|||
Income Tax Provision
|
|
55,212
|
|
|
66,408
|
|
|
59,629
|
|
|||
Net Income
|
|
$
|
99,153
|
|
|
$
|
104,546
|
|
|
$
|
88,443
|
|
|
|
|
|
|
|
|
||||||
Weighted-Average Common Shares Outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
56,511,563
|
|
|
55,837,574
|
|
|
55,388,297
|
|
|||
Diluted
|
|
57,240,588
|
|
|
56,485,987
|
|
|
56,101,903
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per Common Share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.75
|
|
|
$
|
1.87
|
|
|
$
|
1.60
|
|
Diluted
|
|
$
|
1.73
|
|
|
$
|
1.85
|
|
|
$
|
1.58
|
|
|
33
|
|
Con-way Inc.
|
|||||||||||
Statements of Consolidated Comprehensive Income (Loss)
|
|||||||||||
|
|
|
|
|
|
||||||
(Dollars in thousands)
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income
|
$
|
99,153
|
|
|
$
|
104,546
|
|
|
$
|
88,443
|
|
|
|
|
|
|
|
||||||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
871
|
|
|
481
|
|
|
(1,331
|
)
|
|||
Unrealized gain (loss) on available-for-sale security, net of deferred tax of
|
|
|
|
|
|
||||||
$0, $145, and $4, respectively
|
—
|
|
|
226
|
|
|
(6
|
)
|
|||
Employee benefit plans
|
|
|
|
|
|
||||||
Actuarial gain (loss), net of deferred tax of $103,308, $1,903,
|
|
|
|
|
|
||||||
and $104,425, respectively
|
161,631
|
|
|
(2,977
|
)
|
|
(163,312
|
)
|
|||
Net actuarial loss included in net periodic benefit expense or income,
|
|
|
|
|
|
||||||
net of deferred tax of $7,562, $7,969, and $4,373, respectively
|
11,827
|
|
|
12,465
|
|
|
6,837
|
|
|||
Prior-service cost or credit, net of deferred tax of $7,505, $17,577,
|
|
|
|
|
|
||||||
and $0, respectively
|
11,738
|
|
|
(27,493
|
)
|
|
—
|
|
|||
Amortization of prior service cost or credit included in net periodic
|
|
|
|
|
|
||||||
benefit expense or income, net of deferred tax of $552, $465, and $468, respectively
|
863
|
|
|
(727
|
)
|
|
(730
|
)
|
|||
|
186,059
|
|
|
(18,732
|
)
|
|
(157,205
|
)
|
|||
Total Other Comprehensive Income (Loss)
|
186,930
|
|
|
(18,025
|
)
|
|
(158,542
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income (Loss)
|
$
|
286,083
|
|
|
$
|
86,521
|
|
|
$
|
(70,099
|
)
|
|
34
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash and Cash Equivalents, Beginning of Period
|
|
$
|
429,784
|
|
|
$
|
438,010
|
|
|
$
|
421,420
|
|
Operating Activities
|
|
|
|
|
|
|
||||||
Net income
|
|
99,153
|
|
|
104,546
|
|
|
88,443
|
|
|||
Adjustments to reconcile net income to net cash provided by operating
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization, net of accretion
|
|
229,236
|
|
|
215,202
|
|
|
201,638
|
|
|||
Non-cash compensation and employee benefits
|
|
38,496
|
|
|
33,180
|
|
|
22,050
|
|
|||
Increase in deferred income taxes
|
|
57,423
|
|
|
63,091
|
|
|
52,160
|
|
|||
Provision for uncollectible accounts
|
|
6,908
|
|
|
6,358
|
|
|
6,761
|
|
|||
Gain from purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Gain from sales of property, equipment and investment, net
|
|
(5,720
|
)
|
|
(8,649
|
)
|
|
(7,120
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(12,869
|
)
|
|
7,076
|
|
|
(42,315
|
)
|
|||
Prepaid expenses
|
|
21
|
|
|
(1,312
|
)
|
|
(1,024
|
)
|
|||
Accounts payable
|
|
25,972
|
|
|
(14,824
|
)
|
|
41,313
|
|
|||
Accrued variable compensation
|
|
(17,140
|
)
|
|
1,201
|
|
|
22,439
|
|
|||
Accrued liabilities, excluding accrued variable compensation
|
|
|
|
|
|
|
||||||
and employee benefits
|
|
11,572
|
|
|
1,988
|
|
|
3,808
|
|
|||
Self-insurance accruals
|
|
(3,661
|
)
|
|
(18,654
|
)
|
|
(11,951
|
)
|
|||
Accrued income taxes
|
|
(4,846
|
)
|
|
(2,316
|
)
|
|
34,362
|
|
|||
Employee benefits
|
|
(82,507
|
)
|
|
(67,291
|
)
|
|
(52,713
|
)
|
|||
Other
|
|
5,946
|
|
|
(8,185
|
)
|
|
(3,141
|
)
|
|||
Net Cash Provided by Operating Activities
|
|
347,984
|
|
|
311,411
|
|
|
344,710
|
|
|||
Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(281,943
|
)
|
|
(293,135
|
)
|
|
(288,994
|
)
|
|||
Software expenditures
|
|
(7,398
|
)
|
|
(8,963
|
)
|
|
(8,667
|
)
|
|||
Proceeds from sales of property and equipment
|
|
14,202
|
|
|
20,840
|
|
|
13,213
|
|
|||
Proceeds from purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
Purchases of marketable securities
|
|
—
|
|
|
(8,200
|
)
|
|
(13,480
|
)
|
|||
Proceeds from sales of marketable securities
|
|
3,200
|
|
|
23,613
|
|
|
900
|
|
|||
Net Cash Used in Investing Activities
|
|
(271,939
|
)
|
|
(265,845
|
)
|
|
(287,028
|
)
|
|||
Financing Activities
|
|
|
|
|
|
|
||||||
Payment of capital leases
|
|
(16,068
|
)
|
|
(29,015
|
)
|
|
(19,811
|
)
|
|||
Net repayments of short-term borrowings
|
|
(5,383
|
)
|
|
(7,621
|
)
|
|
(4,691
|
)
|
|||
Payment of debt issuance costs
|
|
(543
|
)
|
|
—
|
|
|
(661
|
)
|
|||
Proceeds from exercise of stock options
|
|
20,777
|
|
|
3,560
|
|
|
5,532
|
|
|||
Excess tax benefit from share-based compensation
|
|
2,510
|
|
|
1,641
|
|
|
716
|
|
|||
Payments of common dividends
|
|
(22,620
|
)
|
|
(22,357
|
)
|
|
(22,177
|
)
|
|||
Net Cash Used in Financing Activities
|
|
(21,327
|
)
|
|
(53,792
|
)
|
|
(41,092
|
)
|
|||
Increase (Decrease) in Cash and Cash Equivalents
|
|
54,718
|
|
|
(8,226
|
)
|
|
16,590
|
|
|||
Cash and Cash Equivalents, End of Period
|
|
$
|
484,502
|
|
|
$
|
429,784
|
|
|
$
|
438,010
|
|
Supplemental Disclosure
|
|
|
|
|
|
|
||||||
Cash paid (refunded) for income taxes, net
|
|
$
|
(21
|
)
|
|
$
|
6,163
|
|
|
$
|
(28,740
|
)
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
52,809
|
|
|
$
|
53,806
|
|
|
$
|
54,676
|
|
|
35
|
|
|
Common Stock
|
|
Retained
Earnings |
|
Repurchased
Common Stock |
|
Accumulated
Other Comprehensive Loss |
|||||||||||||||
(Dollars in thousands, except per share data)
|
Number of
Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|||||||||||||||||
Balance, December 31, 2010
|
62,750,994
|
|
|
$
|
39,143
|
|
|
$
|
580,008
|
|
|
$
|
821,187
|
|
|
$
|
(340,912
|
)
|
|
$
|
(279,894
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
88,443
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,331
|
)
|
|||||
Employee benefit plans, net of deferred tax of $100,520
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,205
|
)
|
|||||
Unrealized loss on available-for-sale security, net of
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
deferred tax of $4
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Exercise of stock options, including tax of $629
|
244,944
|
|
|
153
|
|
|
6,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation, net of tax of $1,966
|
69,993
|
|
|
98
|
|
|
9,976
|
|
|
(73
|
)
|
|
(1,471
|
)
|
|
—
|
|
|||||
Repurchased common stock issued under defined
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
contribution plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,622
|
)
|
|
19,929
|
|
|
—
|
|
|||||
Common dividends declared ($.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,177
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2011
|
63,065,931
|
|
|
$
|
39,394
|
|
|
$
|
595,992
|
|
|
$
|
884,758
|
|
|
$
|
(322,454
|
)
|
|
$
|
(438,436
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
104,546
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
481
|
|
|||||
Employee benefit plans, net of deferred tax of $24,108
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,732
|
)
|
|||||
Unrealized gain on available-for-sale security, net of
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
deferred tax of $145
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|||||
Exercise of stock options, including tax of $165
|
150,213
|
|
|
94
|
|
|
3,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation, including tax of $986
|
349,309
|
|
|
213
|
|
|
14,711
|
|
|
(8
|
)
|
|
(3,674
|
)
|
|
—
|
|
|||||
Common dividends declared ($.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,357
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2012
|
63,565,453
|
|
|
$
|
39,701
|
|
|
$
|
614,334
|
|
|
$
|
966,939
|
|
|
$
|
(326,128
|
)
|
|
$
|
(456,461
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
99,153
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
871
|
|
|||||
Employee benefit plans, net of deferred tax of $118,927
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186,059
|
|
|||||
Exercise of stock options, including tax of $1,531
|
760,495
|
|
|
475
|
|
|
21,833
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation, including tax of $200
|
266,808
|
|
|
173
|
|
|
17,320
|
|
|
—
|
|
|
(2,960
|
)
|
|
—
|
|
|||||
Common dividends declared ($.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,620
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2013
|
64,592,756
|
|
|
$
|
40,349
|
|
|
$
|
653,487
|
|
|
$
|
1,043,472
|
|
|
$
|
(329,088
|
)
|
|
$
|
(269,531
|
)
|
|
36
|
|
|
37
|
|
(Dollars in thousands)
|
|
Additions
|
|
|
|
|
||||||||||||||
|
|
Balance at
beginning
of period
|
|
Charged to
expense
|
|
Charged to other
accounts |
|
Write-offs net of
recoveries |
|
Balance at end of
period |
||||||||||
2013
|
|
$
|
9,774
|
|
|
$
|
6,908
|
|
|
$
|
—
|
|
|
$
|
(10,579
|
)
|
|
$
|
6,103
|
|
2012
|
|
6,951
|
|
|
6,358
|
|
|
—
|
|
|
(3,535
|
)
|
|
9,774
|
|
|||||
2011
|
|
6,209
|
|
|
6,761
|
|
|
—
|
|
|
(6,019
|
)
|
|
6,951
|
|
(Dollars in thousands)
|
|
Additions
|
|
|
|
|
||||||||||||||
|
|
Balance at
beginning
of period
|
|
Charged to
expense
|
|
Charged to other
accounts - Revenue |
|
Write-offs
|
|
Balance at end of
period |
||||||||||
2013
|
|
$
|
13,816
|
|
|
$
|
—
|
|
|
$
|
74,481
|
|
|
$
|
(76,082
|
)
|
|
$
|
12,215
|
|
2012
|
|
16,920
|
|
|
—
|
|
|
77,310
|
|
|
(80,414
|
)
|
|
13,816
|
|
|||||
2011
|
|
14,291
|
|
|
—
|
|
|
86,853
|
|
|
(84,224
|
)
|
|
16,920
|
|
|
38
|
|
|
39
|
|
(Dollars in thousands, except per share data)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
99,153
|
|
|
$
|
104,546
|
|
|
$
|
88,443
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
56,511,563
|
|
|
55,837,574
|
|
|
55,388,297
|
|
|||
Stock options and nonvested stock
|
|
729,025
|
|
|
648,413
|
|
|
713,606
|
|
|||
|
|
57,240,588
|
|
|
56,485,987
|
|
|
56,101,903
|
|
|||
Diluted Earnings per Share
|
|
$
|
1.73
|
|
|
$
|
1.85
|
|
|
$
|
1.58
|
|
Anti-dilutive securities excluded from the computation of diluted EPS
|
|
911,041
|
|
|
1,801,995
|
|
|
1,878,191
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Capital lease incurred to acquire revenue equipment
|
|
$
|
5,575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revenue equipment acquired through partial non-monetary exchanges
|
|
27,711
|
|
|
34,759
|
|
|
33,463
|
|
|||
Revenue equipment acquired through increase in current liabilities
|
|
32,336
|
|
|
14,034
|
|
|
—
|
|
|||
Repurchased common stock issued under defined contribution plan
|
|
—
|
|
|
—
|
|
|
17,307
|
|
|
40
|
|
(Dollars in thousands)
|
|
Logistics
|
|
Truckload
|
|
Other
|
|
Total
|
||||||||
Balances at December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
55,440
|
|
|
$
|
464,598
|
|
|
$
|
727
|
|
|
$
|
520,765
|
|
Accumulated impairment losses
|
|
(48,236
|
)
|
|
(134,813
|
)
|
|
—
|
|
|
(183,049
|
)
|
||||
|
|
7,204
|
|
|
329,785
|
|
|
727
|
|
|
337,716
|
|
||||
Change in foreign currency exchange rates
|
|
448
|
|
|
—
|
|
|
—
|
|
|
448
|
|
||||
Balances at December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
55,888
|
|
|
464,598
|
|
|
727
|
|
|
521,213
|
|
||||
Accumulated impairment losses
|
|
(48,236
|
)
|
|
(134,813
|
)
|
|
—
|
|
|
(183,049
|
)
|
||||
|
|
7,652
|
|
|
329,785
|
|
|
727
|
|
|
338,164
|
|
||||
Change in foreign currency exchange rates
|
|
(193
|
)
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
||||
Balances at December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
55,695
|
|
|
464,598
|
|
|
727
|
|
|
521,020
|
|
||||
Accumulated impairment losses
|
|
(48,236
|
)
|
|
(134,813
|
)
|
|
—
|
|
|
(183,049
|
)
|
||||
|
|
$
|
7,459
|
|
|
$
|
329,785
|
|
|
$
|
727
|
|
|
$
|
337,971
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(Dollars in thousands)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Customer relationships
|
|
$
|
23,088
|
|
|
$
|
14,448
|
|
|
$
|
23,088
|
|
|
$
|
12,091
|
|
|
41
|
|
|
|
December 31, 2013
|
||||||||||||||
(Dollars in thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
441,199
|
|
|
$
|
99,092
|
|
|
$
|
342,107
|
|
|
$
|
—
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash equivalents
|
|
$
|
378,266
|
|
|
$
|
70,488
|
|
|
$
|
307,778
|
|
|
$
|
—
|
|
Current marketable securities
|
|
3,200
|
|
|
—
|
|
|
3,200
|
|
|
—
|
|
(Dollars in thousands)
|
Auction-rate security
|
||
Balance at December 31, 2011
|
$
|
5,354
|
|
Gains (Losses)
|
|
||
Included in earnings
|
(367
|
)
|
|
Included in other comprehensive income
|
371
|
|
|
Settlements and Sales
|
|
||
Settlements
|
(75
|
)
|
|
Sales
|
(5,283
|
)
|
|
Balance at December 31, 2012
|
$
|
—
|
|
|
42
|
|
(Dollars in thousands)
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Compensated absences
|
|
$
|
46,421
|
|
|
$
|
40,254
|
|
Employee benefits
|
|
40,203
|
|
|
38,761
|
|
||
Wages and salaries
|
|
35,826
|
|
|
29,451
|
|
||
Variable compensation
|
|
33,573
|
|
|
50,713
|
|
||
Taxes other than income taxes
|
|
26,704
|
|
|
23,930
|
|
||
Interest
|
|
17,579
|
|
|
17,607
|
|
||
Other
|
|
28,772
|
|
|
52,493
|
|
||
Total accrued liabilities
|
|
$
|
229,078
|
|
|
$
|
253,209
|
|
(Dollars in thousands)
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Promissory note, 2.63%, due 2016 (interest paid quarterly)
|
|
$
|
550
|
|
|
$
|
550
|
|
7.25% Senior Notes due 2018 (interest payable semi-annually)
|
|
425,000
|
|
|
425,000
|
|
||
6.70% Senior Debentures due 2034 (interest payable semi-annually)
|
|
300,000
|
|
|
300,000
|
|
||
Discount
|
|
(6,395
|
)
|
|
(6,534
|
)
|
||
|
|
293,605
|
|
|
293,466
|
|
||
Long-term debt
|
|
$
|
719,155
|
|
|
$
|
719,016
|
|
|
43
|
|
|
44
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Minimum rentals
|
|
$
|
129,902
|
|
|
$
|
118,797
|
|
|
$
|
118,810
|
|
Sublease rentals
|
|
(577
|
)
|
|
(2,843
|
)
|
|
(2,395
|
)
|
|||
Rental expense
|
|
$
|
129,325
|
|
|
$
|
115,954
|
|
|
$
|
116,415
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current provision (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(6,137
|
)
|
|
$
|
3,872
|
|
|
$
|
3,804
|
|
State and local
|
|
2,145
|
|
|
34
|
|
|
4,156
|
|
|||
Foreign
|
|
873
|
|
|
2,566
|
|
|
2,228
|
|
|||
Total current provision (benefit)
|
|
(3,119
|
)
|
|
6,472
|
|
|
10,188
|
|
|||
Deferred provision (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
|
41,832
|
|
|
45,920
|
|
|
85,106
|
|
|||
Federal net operating loss
|
|
14,369
|
|
|
11,166
|
|
|
(40,057
|
)
|
|||
State and local
|
|
5,608
|
|
|
5,270
|
|
|
4,544
|
|
|||
Foreign
|
|
(3,478
|
)
|
|
(2,420
|
)
|
|
(152
|
)
|
|||
Total deferred provision
|
|
58,331
|
|
|
59,936
|
|
|
49,441
|
|
|||
Income tax provision
|
|
$
|
55,212
|
|
|
$
|
66,408
|
|
|
$
|
59,629
|
|
|
45
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
U.S. sources
|
|
$
|
157,074
|
|
|
$
|
164,619
|
|
|
$
|
139,978
|
|
Non-U.S. sources
|
|
(2,709
|
)
|
|
6,335
|
|
|
8,094
|
|
|||
Income before income tax provision
|
|
$
|
154,365
|
|
|
$
|
170,954
|
|
|
$
|
148,072
|
|
|
|
Years ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory tax rate of 35%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax, net of federal income tax benefit
|
|
4.7
|
|
|
3.1
|
|
|
5.0
|
|
Foreign taxes less than U.S. statutory rate
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(0.5
|
)
|
Non-deductible operating expenses and tax-exempt income
|
|
0.7
|
|
|
—
|
|
|
0.1
|
|
Foreign taxes eligible for US foreign tax credit
|
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
Write-down of an acquisition-related receivable and
|
|
|
|
|
|
|
|||
purchase-price adjustment
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
Fuel tax credit
|
|
(4.5
|
)
|
|
(0.1
|
)
|
|
(2.5
|
)
|
IRS audit
|
|
(0.4
|
)
|
|
1.5
|
|
|
4.0
|
|
Other, net
|
|
0.9
|
|
|
—
|
|
|
0.2
|
|
Effective income tax rate
|
|
35.8
|
%
|
|
38.8
|
%
|
|
40.3
|
%
|
(Dollars in thousands)
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Deferred tax assets
|
|
|
|
|
||||
Employee benefits
|
|
$
|
91,474
|
|
|
$
|
231,386
|
|
Self-insurance accruals
|
|
23,042
|
|
|
32,336
|
|
||
Domestic operating-loss carryforwards
|
|
22,461
|
|
|
37,818
|
|
||
Foreign operating-loss carryforwards
|
|
16,832
|
|
|
11,307
|
|
||
Tax-credit carryforwards
|
|
10,019
|
|
|
9,138
|
|
||
Share-based compensation
|
|
16,551
|
|
|
15,558
|
|
||
Other
|
|
11,471
|
|
|
13,242
|
|
||
Valuation allowance
|
|
(25,358
|
)
|
|
(19,120
|
)
|
||
Total deferred tax assets
|
|
166,492
|
|
|
331,665
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Property, plant and equipment
|
|
348,728
|
|
|
331,325
|
|
||
Prepaid expenses
|
|
24,401
|
|
|
27,626
|
|
||
Revenue
|
|
9,013
|
|
|
6,808
|
|
||
Other
|
|
6,967
|
|
|
8,798
|
|
||
Total deferred tax liabilities
|
|
389,109
|
|
|
374,557
|
|
||
Net deferred tax asset (liability)
|
|
$
|
(222,617
|
)
|
|
$
|
(42,892
|
)
|
|
46
|
|
|
47
|
|
(Dollars in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Gain) Loss on Available-for-Sale Security
|
|
Employee Benefit Plans
|
|
Total
|
|||||||||
Balances at December 31, 2010
|
$
|
(445
|
)
|
|
$
|
(220
|
)
|
|
$
|
(279,229
|
)
|
|
$
|
(279,894
|
)
|
|
|
Other comprehensive loss before reclassifications
|
(1,331
|
)
|
|
(6
|
)
|
|
(163,312
|
)
|
|
(164,649
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
6,107
|
|
|
6,107
|
|
||||
Balances at December 31, 2011
|
$
|
(1,776
|
)
|
|
$
|
(226
|
)
|
|
$
|
(436,434
|
)
|
|
$
|
(438,436
|
)
|
|
|
Other comprehensive income (loss) before reclassifications
|
481
|
|
|
226
|
|
|
(30,470
|
)
|
|
(29,763
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
11,738
|
|
|
11,738
|
|
||||
Balances at December 31, 2012
|
$
|
(1,295
|
)
|
|
$
|
—
|
|
|
$
|
(455,166
|
)
|
|
$
|
(456,461
|
)
|
|
|
Other comprehensive income before reclassifications
|
871
|
|
|
—
|
|
|
173,369
|
|
|
174,240
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
12,690
|
|
|
12,690
|
|
||||
Balances at December 31, 2013
|
$
|
(424
|
)
|
|
$
|
—
|
|
|
$
|
(269,107
|
)
|
|
$
|
(269,531
|
)
|
|
48
|
|
(Dollars in thousands)
|
|
Qualified Pension Plans
|
|
Non-Qualified Pension Plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
|
$
|
1,680,603
|
|
|
$
|
1,526,136
|
|
|
$
|
78,218
|
|
|
$
|
76,229
|
|
Interest cost on projected benefit obligation
|
|
70,022
|
|
|
70,168
|
|
|
3,213
|
|
|
3,438
|
|
||||
Plan amendments
|
|
—
|
|
|
44,961
|
|
|
—
|
|
|
109
|
|
||||
Actuarial loss (gain)
|
|
(177,347
|
)
|
|
85,755
|
|
|
(5,508
|
)
|
|
3,574
|
|
||||
Benefits paid
|
|
(49,747
|
)
|
|
(46,417
|
)
|
|
(5,109
|
)
|
|
(5,132
|
)
|
||||
Projected and accumulated benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
at end of year
|
|
$
|
1,523,531
|
|
|
$
|
1,680,603
|
|
|
$
|
70,814
|
|
|
$
|
78,218
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
1,281,261
|
|
|
$
|
1,105,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
152,014
|
|
|
170,886
|
|
|
—
|
|
|
—
|
|
||||
Con-way contributions
|
|
55,337
|
|
|
51,422
|
|
|
5,109
|
|
|
5,132
|
|
||||
Benefits paid
|
|
(49,747
|
)
|
|
(46,417
|
)
|
|
(5,109
|
)
|
|
(5,132
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
1,438,865
|
|
|
$
|
1,281,261
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of the plans
|
|
$
|
(84,666
|
)
|
|
$
|
(399,342
|
)
|
|
$
|
(70,814
|
)
|
|
$
|
(78,218
|
)
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
|
|
|
||||||||
Long-term assets
|
|
$
|
15,018
|
|
|
$
|
10,951
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(5,145
|
)
|
|
(5,135
|
)
|
||||
Long-term liabilities
|
|
(99,684
|
)
|
|
(410,293
|
)
|
|
(65,669
|
)
|
|
(73,083
|
)
|
||||
Net amount recognized
|
|
$
|
(84,666
|
)
|
|
$
|
(399,342
|
)
|
|
$
|
(70,814
|
)
|
|
$
|
(78,218
|
)
|
Plans with a projected and accumulated benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected and accumulated benefit obligation
|
|
$
|
1,502,541
|
|
|
$
|
1,657,701
|
|
|
$
|
70,814
|
|
|
$
|
78,218
|
|
Fair value of plan assets
|
|
1,402,857
|
|
|
1,247,409
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average assumptions as of December 31:
|
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
|
5.05
|
%
|
|
4.25
|
%
|
|
5.05
|
%
|
|
4.25
|
%
|
|
49
|
|
(Dollars in thousands)
|
|
Qualified Pension Plans
|
|
Non-Qualified Pension Plans
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Actuarial loss
|
|
$
|
(413,879
|
)
|
|
$
|
(670,188
|
)
|
|
$
|
(27,367
|
)
|
|
$
|
(33,993
|
)
|
Prior-service cost
|
|
(42,428
|
)
|
|
(45,295
|
)
|
|
(104
|
)
|
|
(109
|
)
|
||||
|
|
$
|
(456,307
|
)
|
|
$
|
(715,483
|
)
|
|
$
|
(27,471
|
)
|
|
$
|
(34,102
|
)
|
(Dollars in thousands)
|
|
Qualified Pension Plans
|
|
Non-Qualified Pension Plans
|
||||
Reclassification of actuarial loss to net periodic benefit expense (income)
|
|
$
|
9,902
|
|
|
$
|
877
|
|
Reclassification of prior-service cost to net periodic benefit expense (income)
|
|
1,618
|
|
|
5
|
|
(Dollars in thousands)
|
|
Qualified Pension Plans
|
|
Non-Qualified Pension Plans
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Net periodic benefit expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost on benefit obligation
|
|
$
|
70,022
|
|
|
$
|
70,168
|
|
|
$
|
71,308
|
|
|
$
|
3,213
|
|
|
$
|
3,438
|
|
|
$
|
3,787
|
|
Expected return on plan assets
|
|
(91,324
|
)
|
|
(84,411
|
)
|
|
(85,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
|
18,272
|
|
|
19,432
|
|
|
10,532
|
|
|
1,118
|
|
|
958
|
|
|
678
|
|
||||||
Amortization of prior-service cost
|
|
1,670
|
|
|
14
|
|
|
14
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment loss
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||||
Net periodic benefit expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(income)
|
|
$
|
(163
|
)
|
|
$
|
5,203
|
|
|
$
|
(4,081
|
)
|
|
$
|
4,336
|
|
|
$
|
4,440
|
|
|
$
|
4,465
|
|
Amounts recognized in other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
comprehensive income or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss (gain)
|
|
$
|
(238,037
|
)
|
|
$
|
(720
|
)
|
|
$
|
256,571
|
|
|
$
|
(5,508
|
)
|
|
$
|
3,574
|
|
|
$
|
7,587
|
|
Prior-service cost
|
|
—
|
|
|
44,961
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
||||||
Reclassification of actuarial loss to net
periodic benefit expense (income)
|
|
(18,272
|
)
|
|
(19,432
|
)
|
|
(10,532
|
)
|
|
(1,118
|
)
|
|
(1,002
|
)
|
|
(678
|
)
|
||||||
Reclassification of prior-service cost to
net periodic benefit expense (income)
|
|
(2,867
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Loss (gain) recognized in other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
comprehensive income or loss
|
|
$
|
(259,176
|
)
|
|
$
|
24,795
|
|
|
$
|
246,025
|
|
|
$
|
(6,631
|
)
|
|
$
|
2,681
|
|
|
$
|
6,909
|
|
Weighted-average assumptions used to
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
calculate net cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
4.25
|
%
|
|
4.65
|
%
|
|
5.55
|
%
|
|
4.25
|
%
|
|
4.65
|
%
|
|
5.55
|
%
|
||||||
Expected long-term rate of return on
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plan assets
|
|
7.10
|
%
|
|
7.65
|
%
|
|
8.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
50
|
|
(Dollars in thousands)
|
|
Qualified Pension Plans
|
|
Non-Qualified Pension Plans
|
||||
Year ending December 31:
|
|
|
|
|
||||
2014
|
|
$
|
57,616
|
|
|
$
|
5,144
|
|
2015
|
|
61,912
|
|
|
5,126
|
|
||
2016
|
|
66,313
|
|
|
5,165
|
|
||
2017
|
|
70,776
|
|
|
5,225
|
|
||
2018
|
|
75,826
|
|
|
5,209
|
|
||
2019-2023
|
|
450,408
|
|
|
25,664
|
|
|
51
|
|
(Dollars in thousands)
|
|
December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Short-term investment fund [a]
|
|
$
|
65,100
|
|
|
$
|
—
|
|
|
$
|
65,100
|
|
|
$
|
—
|
|
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. large companies
|
|
|
|
|
|
|
|
|
||||||||
S&P 500 futures [b]
|
|
3,482
|
|
|
3,482
|
|
|
—
|
|
|
—
|
|
||||
Growth [c]
|
|
99,050
|
|
|
99,050
|
|
|
—
|
|
|
—
|
|
||||
Value [c]
|
|
101,154
|
|
|
101,154
|
|
|
—
|
|
|
—
|
|
||||
U.S. small companies
|
|
|
|
|
|
|
|
|
||||||||
Value [c]
|
|
57,403
|
|
|
57,403
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
|
|
|
|
|
|
|
||||||||
Growth [c]
|
|
91,058
|
|
|
91,058
|
|
|
—
|
|
|
—
|
|
||||
Value fund [a]
|
|
94,927
|
|
|
—
|
|
|
94,927
|
|
|
—
|
|
||||
Fixed-income securities
|
|
|
|
|
|
|
|
|
||||||||
U.S. long-term debt instruments [d]
|
|
832,915
|
|
|
91,824
|
|
|
741,091
|
|
|
—
|
|
||||
Real estate
|
|
|
|
|
|
|
|
|
||||||||
Private fund [e]
|
|
40,412
|
|
|
—
|
|
|
—
|
|
|
40,412
|
|
||||
Hedge fund
|
|
|
|
|
|
|
|
|
||||||||
Multi-Strategy [f]
|
|
53,364
|
|
|
—
|
|
|
—
|
|
|
53,364
|
|
||||
Total
|
|
$
|
1,438,865
|
|
|
$
|
443,971
|
|
|
$
|
901,118
|
|
|
$
|
93,776
|
|
(Dollars in thousands)
|
|
December 31, 2012
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Short-term investment fund [a]
|
|
$
|
33,569
|
|
|
$
|
—
|
|
|
$
|
33,569
|
|
|
$
|
—
|
|
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. large companies
|
|
|
|
|
|
|
|
|
||||||||
S&P 500 index fund [a]
|
|
105,523
|
|
|
—
|
|
|
105,523
|
|
|
—
|
|
||||
Growth [c]
|
|
96,409
|
|
|
96,409
|
|
|
—
|
|
|
—
|
|
||||
Value [c]
|
|
146,501
|
|
|
146,501
|
|
|
—
|
|
|
—
|
|
||||
U.S. small companies
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Growth [c]
|
|
41,720
|
|
|
41,720
|
|
|
—
|
|
|
—
|
|
||||
Value [c]
|
|
58,126
|
|
|
58,126
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Growth [c]
|
|
84,673
|
|
|
84,673
|
|
|
—
|
|
|
—
|
|
||||
Value fund [a]
|
|
92,724
|
|
|
—
|
|
|
92,724
|
|
|
—
|
|
||||
Fixed-income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. long-term debt instruments [d]
|
|
511,990
|
|
|
68,340
|
|
|
443,650
|
|
|
—
|
|
||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Private fund [e]
|
|
36,911
|
|
|
—
|
|
|
—
|
|
|
36,911
|
|
||||
Real estate investment trust index fund [a]
|
|
22,966
|
|
|
—
|
|
|
22,966
|
|
|
—
|
|
||||
Hedge Fund
|
|
|
|
|
|
|
|
—
|
|
|||||||
Multi-Strategy [f]
|
|
50,149
|
|
|
—
|
|
|
—
|
|
|
50,149
|
|
||||
Total
|
|
$
|
1,281,261
|
|
|
$
|
495,769
|
|
|
$
|
698,432
|
|
|
$
|
87,060
|
|
[a]
|
These funds are not publicly traded and do not have readily determinable fair values. Accordingly, they are valued at their net asset value per share. The underlying investments in the funds consist primarily of publicly traded securities with quoted market prices.
|
|
52
|
|
[b]
|
Gains from S&P 500 futures held in a separately managed account.
|
[c]
|
Publicly traded equity securities are valued at their closing market prices.
|
[d]
|
U.S. government securities are valued at their quoted market price, while corporate-debt instruments are generally valued using observable bid-ask spreads or broker-provided pricing.
|
[e]
|
The fair value of the private real estate fund is based on the fair values of the underlying assets, which consist of commercial and residential properties valued using periodic appraisals. The fund maintains a redemption plan whereby redemption requests must be received in writing 45 days prior to the end of the quarter. If the fund is unable to satisfy all redemption requests, partial redemptions may be made on a prorated basis.
|
[f]
|
The fair value of the hedge fund is based on the fair value of the underlying assets, which consists of individual equities, convertible securities, futures, forward contracts, currency forwards, swaps, high-yield debt portfolios, options, other derivative instruments, and cash which are all valued monthly.
|
(Dollars in thousands)
|
|
Private real
estate fund |
|
Hedge fund
|
|
Total
|
||||||
Balance at December 31, 2011
|
|
$
|
34,520
|
|
|
$
|
—
|
|
|
$
|
34,520
|
|
Purchases
|
|
—
|
|
|
50,000
|
|
|
50,000
|
|
|||
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
2,391
|
|
|
149
|
|
|
2,540
|
|
|||
Balance at December 31, 2012
|
|
$
|
36,911
|
|
|
$
|
50,149
|
|
|
$
|
87,060
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Relating to assets still held at the reporting date
|
|
3,501
|
|
|
3,215
|
|
|
6,716
|
|
|||
Balance at December 31, 2013
|
|
$
|
40,412
|
|
|
$
|
53,364
|
|
|
$
|
93,776
|
|
|
53
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
102,291
|
|
|
$
|
98,417
|
|
Service cost – benefits earned during the year
|
|
1,459
|
|
|
1,679
|
|
||
Interest cost on projected benefit obligation
|
|
3,434
|
|
|
4,318
|
|
||
Plan amendments
|
|
(19,243
|
)
|
|
—
|
|
||
Actuarial loss (gain)
|
|
(21,143
|
)
|
|
1,979
|
|
||
Participant contributions
|
|
2,009
|
|
|
3,265
|
|
||
Benefits paid
|
|
(6,890
|
)
|
|
(7,367
|
)
|
||
Projected and accumulated benefit obligation at end of year
|
|
$
|
61,917
|
|
|
$
|
102,291
|
|
Funded status of the plan
|
|
$
|
(61,917
|
)
|
|
$
|
(102,291
|
)
|
Amounts recognized in the balance sheet consist of :
|
|
|
|
|
||||
Current liabilities
|
|
$
|
(4,462
|
)
|
|
$
|
(6,588
|
)
|
Long-term liabilities
|
|
(57,455
|
)
|
|
(95,703
|
)
|
||
Net amount recognized
|
|
$
|
(61,917
|
)
|
|
$
|
(102,291
|
)
|
Discount rate assumption as of December 31
|
|
4.50
|
%
|
|
3.60
|
%
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
||||
Actuarial gain (loss)
|
|
$
|
19,537
|
|
|
$
|
(1,605
|
)
|
Prior-service credit
|
|
19,366
|
|
|
1,580
|
|
||
|
|
$
|
38,903
|
|
|
$
|
(25
|
)
|
(Dollars in thousands)
|
|
2014
|
|
Reclassification of prior-service credits to net periodic benefit expense
|
|
2,863
|
|
Reclassification of actuarial gain to net periodic benefit expense
|
|
2,626
|
|
|
54
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net periodic benefit expense (income):
|
|
|
|
|
|
|
||||||
Service cost - benefits earned during the year
|
|
$
|
1,459
|
|
|
$
|
1,679
|
|
|
$
|
1,441
|
|
Interest cost on benefit obligation
|
|
3,434
|
|
|
4,318
|
|
|
4,492
|
|
|||
Amortization of actuarial gain
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of prior-service credit
|
|
(1,457
|
)
|
|
(1,206
|
)
|
|
(1,212
|
)
|
|||
Net periodic benefit expense
|
|
$
|
3,435
|
|
|
$
|
4,791
|
|
|
$
|
4,721
|
|
Amounts recognized in other comprehensive income or loss:
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
|
$
|
(21,143
|
)
|
|
$
|
1,979
|
|
|
$
|
3,493
|
|
Prior-service cost
|
|
(19,243
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification of actuarial gain to net periodic benefit expense
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of prior-service credit to net periodic benefit expense
|
|
1,457
|
|
|
1,206
|
|
|
1,212
|
|
|||
Loss (gain) recognized in other comprehensive income or loss
|
|
$
|
(38,928
|
)
|
|
$
|
3,185
|
|
|
$
|
4,705
|
|
Discount rate assumption used to calculate interest cost through October 31
|
|
3.60
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
|||
Discount rate assumption used to calculate interest cost from November 1 through December 31
|
|
4.25
|
%
|
|
4.30
|
%
|
|
5.00
|
%
|
(Dollars in thousands)
|
Benefit
Payments
|
||
Year ending December 31:
|
|
||
2014
|
$
|
4,462
|
|
2015
|
4,457
|
|
|
2016
|
4,815
|
|
|
2017
|
5,045
|
|
|
2018
|
5,267
|
|
|
2019-2023
|
26,488
|
|
|
2013
|
|
Health-care cost trend rate assumed for next year
|
7.20
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
(Dollars in thousands)
|
2013
|
||
One-percentage-point increase in trend rate:
|
|
||
Increase in total service cost and interest cost components
|
$
|
137
|
|
Increase in accumulated postretirement benefit obligation
|
483
|
|
|
|
|
||
One-percentage-point decrease in trend rate:
|
|
||
Decrease in total service cost and interest cost components
|
$
|
(123
|
)
|
Decrease in accumulated postretirement benefit obligation
|
(436
|
)
|
|
55
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Salaries, wages and employee benefits
|
|
$
|
20,783
|
|
|
$
|
14,464
|
|
|
$
|
12,764
|
|
Deferred income tax benefit
|
|
(8,090
|
)
|
|
(5,616
|
)
|
|
(4,935
|
)
|
|||
Net share-based compensation expense
|
|
$
|
12,693
|
|
|
$
|
8,848
|
|
|
$
|
7,829
|
|
|
|
Number of
Awards |
|
Weighted-
Average Grant-Date Fair Value |
|||
Outstanding at December 31, 2012
|
|
817,319
|
|
|
$
|
31.25
|
|
Awarded – Employees
|
|
294,997
|
|
|
33.19
|
|
|
Awarded – Directors
|
|
28,900
|
|
|
34.60
|
|
|
Vested
|
|
(275,257
|
)
|
|
30.88
|
|
|
Forfeited
|
|
(42,889
|
)
|
|
31.83
|
|
|
Outstanding at December 31, 2013
|
|
823,070
|
|
|
$
|
32.15
|
|
|
56
|
|
|
|
Number of
Awards |
|
Weighted-
Average Grant-Date Fair Value |
|||
Outstanding at December 31, 2012
|
|
235,984
|
|
|
$
|
29.67
|
|
Awarded
|
|
229,093
|
|
|
32.41
|
|
|
Forfeited
|
|
(28,062
|
)
|
|
31.02
|
|
|
Outstanding at December 31, 2013
|
|
437,015
|
|
|
$
|
31.02
|
|
|
|
Number of
Options |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at December 31, 2012
|
|
2,400,260
|
|
|
$
|
36.05
|
|
|
|
|
|
||
Exercised
|
|
(760,495
|
)
|
|
27.32
|
|
|
|
|
|
|||
Expired or cancelled
|
|
(151,024
|
)
|
|
45.17
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
|
1,488,741
|
|
|
$
|
39.59
|
|
|
4.17
|
|
$
|
6,917
|
|
Exercisable at December 31, 2013
|
|
1,302,639
|
|
|
$
|
40.62
|
|
|
3.74
|
|
$
|
5,550
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Aggregate intrinsic value of exercised options
|
|
$
|
9,868
|
|
|
$
|
1,614
|
|
|
$
|
3,513
|
|
Cash received from exercise of options
|
|
20,777
|
|
|
3,560
|
|
|
5,532
|
|
|||
Tax benefit realized from exercise of options
|
|
3,848
|
|
|
629
|
|
|
1,370
|
|
|
57
|
|
|
|
|
|
2012
|
|
2011
|
||||
Estimated fair value
|
|
|
|
$
|
11.79
|
|
|
$
|
12.64
|
|
Risk-free interest rate
|
|
|
|
0.7
|
%
|
|
2.2
|
%
|
||
Expected term (years)
|
|
|
|
4.91
|
|
|
4.73
|
|
||
Expected volatility
|
|
|
|
52
|
%
|
|
48
|
%
|
||
Expected dividend yield
|
|
|
|
1.37
|
%
|
|
1.24
|
%
|
|
|
Number of
Rights |
|
Weighted-
Average Exercise Price |
|
Weighted-Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at December 31, 2012
|
|
507,358
|
|
|
$
|
28.92
|
|
|
|
|
|
||
Exercised
|
|
(224,137
|
)
|
|
28.92
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
|
283,221
|
|
|
$
|
28.92
|
|
|
6.11
|
|
$
|
3,056
|
|
Exercisable at December 31, 2013
|
|
283,221
|
|
|
$
|
28.92
|
|
|
6.11
|
|
$
|
3,056
|
|
(Dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash paid to settle exercised SARs
|
|
$
|
2,382
|
|
|
$
|
51
|
|
|
$
|
559
|
|
Realized tax benefit
|
|
929
|
|
|
20
|
|
|
218
|
|
|
58
|
|
|
59
|
|
•
|
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 business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.
|
•
|
Truckload.
The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.
|
|
60
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue from External Customers
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
3,424,002
|
|
|
$
|
3,339,605
|
|
|
$
|
3,196,564
|
|
Logistics
|
|
1,474,507
|
|
|
1,677,279
|
|
|
1,555,422
|
|
|||
Truckload
|
|
567,255
|
|
|
558,714
|
|
|
532,165
|
|
|||
Corporate and Eliminations
|
|
7,592
|
|
|
4,649
|
|
|
5,802
|
|
|||
|
|
$
|
5,473,356
|
|
|
$
|
5,580,247
|
|
|
$
|
5,289,953
|
|
Revenue from Internal Customers
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
42,098
|
|
|
$
|
52,991
|
|
|
$
|
50,543
|
|
Logistics
|
|
65,892
|
|
|
48,921
|
|
|
34,572
|
|
|||
Truckload
|
|
69,555
|
|
|
76,842
|
|
|
82,849
|
|
|||
Corporate and Eliminations
|
|
70,687
|
|
|
53,015
|
|
|
40,883
|
|
|||
|
|
$
|
248,232
|
|
|
$
|
231,769
|
|
|
$
|
208,847
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
146,047
|
|
|
$
|
143,869
|
|
|
$
|
119,779
|
|
Logistics
|
|
23,467
|
|
|
44,616
|
|
|
54,747
|
|
|||
Truckload
|
|
38,691
|
|
|
44,921
|
|
|
34,813
|
|
|||
Corporate and Eliminations
|
|
748
|
|
|
(4,565
|
)
|
|
(1,411
|
)
|
|||
|
|
$
|
208,953
|
|
|
$
|
228,841
|
|
|
$
|
207,928
|
|
Depreciation and Amortization, net of Accretion
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
135,311
|
|
|
$
|
124,372
|
|
|
$
|
109,875
|
|
Logistics
|
|
7,571
|
|
|
7,532
|
|
|
8,783
|
|
|||
Truckload
|
|
74,449
|
|
|
69,799
|
|
|
70,003
|
|
|||
Corporate and Eliminations
|
|
11,905
|
|
|
13,499
|
|
|
12,977
|
|
|||
|
|
$
|
229,236
|
|
|
$
|
215,202
|
|
|
$
|
201,638
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
180,576
|
|
|
$
|
190,218
|
|
|
$
|
146,001
|
|
Logistics
|
|
24,587
|
|
|
7,186
|
|
|
10,055
|
|
|||
Truckload
|
|
74,637
|
|
|
93,117
|
|
|
131,413
|
|
|||
Corporate and Eliminations
|
|
2,143
|
|
|
2,614
|
|
|
1,525
|
|
|||
|
|
$
|
281,943
|
|
|
$
|
293,135
|
|
|
$
|
288,994
|
|
Assets
|
|
|
|
|
|
|
||||||
Freight
|
|
$
|
1,529,681
|
|
|
$
|
1,459,576
|
|
|
$
|
1,368,249
|
|
Logistics
|
|
318,266
|
|
|
302,295
|
|
|
313,253
|
|
|||
Truckload
|
|
799,775
|
|
|
807,470
|
|
|
791,864
|
|
|||
Corporate and Eliminations
|
|
632,209
|
|
|
583,074
|
|
|
626,650
|
|
|||
|
|
$
|
3,279,931
|
|
|
$
|
3,152,415
|
|
|
$
|
3,100,016
|
|
|
61
|
|
(Dollars in thousands)
|
|
Years ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
5,094,193
|
|
|
$
|
5,189,792
|
|
|
$
|
4,965,630
|
|
Canada
|
|
116,491
|
|
|
114,451
|
|
|
110,799
|
|
|||
Other
|
|
262,672
|
|
|
276,004
|
|
|
213,524
|
|
|||
Total
|
|
$
|
5,473,356
|
|
|
$
|
5,580,247
|
|
|
$
|
5,289,953
|
|
(Dollars in thousands, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2013 - Quarter Ended
|
|
|
|
|
|
|
|
|
||||||||
Operating Results
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
1,336,164
|
|
|
$
|
1,381,370
|
|
|
$
|
1,398,021
|
|
|
$
|
1,357,801
|
|
Operating Income [a]
|
|
31,599
|
|
|
76,299
|
|
|
67,675
|
|
|
33,380
|
|
||||
Income before Income Tax Provision
|
|
16,775
|
|
|
62,849
|
|
|
53,378
|
|
|
21,363
|
|
||||
Income Tax Provision
|
|
2,770
|
|
|
19,952
|
|
|
22,821
|
|
|
9,669
|
|
||||
Net Income
|
|
14,005
|
|
|
42,897
|
|
|
30,557
|
|
|
11,694
|
|
||||
Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings
|
|
0.25
|
|
|
0.76
|
|
|
0.54
|
|
|
0.21
|
|
||||
Diluted Earnings
|
|
0.25
|
|
|
0.75
|
|
|
0.53
|
|
|
0.20
|
|
||||
Market Price
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
38.12
|
|
|
39.81
|
|
|
46.04
|
|
|
45.98
|
|
||||
Low
|
|
29.12
|
|
|
32.25
|
|
|
39.21
|
|
|
38.79
|
|
||||
Cash Dividends
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
||||
2012 - Quarter Ended
|
|
|
|
|
|
|
|
|
||||||||
Operating Results
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
1,366,161
|
|
|
$
|
1,446,096
|
|
|
$
|
1,404,113
|
|
|
$
|
1,363,877
|
|
Operating Income [a]
|
|
55,690
|
|
|
80,143
|
|
|
55,213
|
|
|
37,795
|
|
||||
Income before Income Tax Provision
|
|
41,422
|
|
|
64,697
|
|
|
41,158
|
|
|
23,677
|
|
||||
Income Tax Provision
|
|
15,776
|
|
|
22,897
|
|
|
15,854
|
|
|
11,881
|
|
||||
Net Income
|
|
25,646
|
|
|
41,800
|
|
|
25,304
|
|
|
11,796
|
|
||||
Per Common Share
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings
|
|
0.46
|
|
|
0.75
|
|
|
0.45
|
|
|
0.21
|
|
||||
Diluted Earnings
|
|
0.46
|
|
|
0.74
|
|
|
0.45
|
|
|
0.21
|
|
||||
Market Price
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
34.69
|
|
|
38.78
|
|
|
37.30
|
|
|
29.91
|
|
||||
Low
|
|
28.26
|
|
|
30.89
|
|
|
26.51
|
|
|
25.97
|
|
||||
Cash Dividends
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
[a]
|
The comparability of Con-way's consolidated operating income was affected by the following unusual income or expense:
|
|
|
-
|
A gain of $5.6 million at Con-way Corporate in the second quarter of 2013 from the sale of a property.
|
|
-
|
A charge of $3.7 million at Logistics in the second quarter of 2013 for an increased reserve on international accounts receivable.
|
|
-
|
A gain of $3.9 million at Con-way Freight in the second quarter of 2012 from the sale of excess properties.
|
|
62
|
|
|
63
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
2,748,826
|
|
(2)
|
$
|
39.59
|
|
|
3,391,554
|
|
(3)
|
Equity compensation plans not approved by security holders
|
—
|
|
(4)
|
—
|
|
|
—
|
|
(4)
|
|
Total
|
2,748,826
|
|
|
$
|
39.59
|
|
|
3,391,554
|
|
|
(1)
|
The weighted average exercise price is based solely on the outstanding options.
|
(2)
|
Includes 324,176 stock options outstanding under the Company’s 1997 Equity and Incentive Plan, 1,155,558 stock options outstanding under the Company’s 2006 Equity and Incentive Plan, and 9,007 stock options outstanding under the Company’s 2012 Equity and Incentive Plan. Also includes 5,952 restricted stock award shares issued under the 2003 Equity Incentive Plan for the Non-Employee Directors, an aggregate of 674,421 restricted stock units and performance share plan units granted under the 2006 Equity and Incentive Plan, and 28,900 restricted stock award shares issued and an aggregate of 550,812 restricted stock units and performance share plan units granted under the 2012 Equity and Incentive Plan.
|
(3)
|
All securities are available for issuance in the form of restricted stock, stock options or other equity-based awards under the 2012 Equity and Incentive Plan.
|
(4)
|
Does not include shares purchased under the Company's non-qualified employee stock purchase program. The employee stock purchase program offers participants the opportunity to purchase shares at fair market value using payroll deductions. The shares are purchased by the program's administrator in the open market.
|
|
64
|
|
|
65
|
|
|
|
|
|
|
|
Page
|
(a)
|
|
1.
|
|
FINANCIAL STATEMENTS:
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm by KPMG LLP
|
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
|
|
|
|
|
Statements of Consolidated Income for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
|
Statements of Consolidated Comprehensive Income (Loss) for the years ended December 31, 2013, 2012, and 2011
|
|
|
|
|
|
|
Statements of Consolidated Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
|
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Statements of Consolidated Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011
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Notes to Consolidated Financial Statements
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2.
|
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FINANCIAL STATEMENT SCHEDULE
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Schedule II - Valuation of Qualifying Accounts has been omitted for the allowance for uncollectible accounts and allowance for revenue adjustments because the required information has been included in Note 1, “Principal Accounting Policies,” of Item 8, “Financial Statements and Supplementary Data.”
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3.
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EXHIBITS
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Exhibits are being filed in connection with this Report and are incorporated herein by reference. The Exhibit Index on pages 69 through 72 is incorporated herein by reference.
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66
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Con-way Inc.
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(Registrant)
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February 25, 2014
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/s/ Douglas W. Stotlar
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Douglas W. Stotlar
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President and Chief Executive Officer
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67
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Signature
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Capacity
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Date
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/s/ Douglas W. Stotlar
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Director, President and Chief Executive Officer
(Principal Executive Officer)
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February 25, 2014
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Douglas W. Stotlar
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/s/ Stephen L. Bruffett
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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February 25, 2014
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Stephen L. Bruffett
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/s/ Kevin S. Coel
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Senior Vice President and Controller
(Controller)
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February 25, 2014
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Kevin S. Coel
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/s/ Roy W. Templin
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February 25, 2014
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Roy W. Templin
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Chairman
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/s/ John J. Anton
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February 25, 2014
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John J. Anton
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Director
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/s/ W. Keith Kennedy Jr.
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February 25, 2014
|
W. Keith Kennedy Jr.
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Director
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/s/ Michael J. Murray
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February 25, 2014
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Michael J. Murray
|
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Director
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/s/ Edith R. Perez
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February 25, 2014
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Edith R. Perez
|
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Director
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/s/ P. Cody Phipps
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February 25, 2014
|
P. Cody Phipps
|
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Director
|
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/s/ John C. Pope
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February 25, 2014
|
John C. Pope
|
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Director
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/s/ William J. Schroeder
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February 25, 2014
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William J. Schroeder
|
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Director
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/s/ Peter W. Stott
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February 25, 2014
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Peter W. Stott
|
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Director
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/s/ Chelsea C. White III
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February 25, 2014
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Chelsea C. White III
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Director
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68
|
|
Exhibit
No.
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|
|
|
|
(2)
|
|
Plan of acquisition, reorganization, arrangement, liquidation, or succession:
|
||
|
|
2.1
|
|
Con-way Inc. plan for discontinuance of Con-way Forwarding (Item 2.05 to Con-way's Report on Form 8-K (File No. 1-05046) filed on June 5, 2006*).
|
|
|
2.2
|
|
Con-way Inc. plan for reorganization of Con-way Freight Inc. (Item 7.01 to Con-way's Report on Form 8-K (File No. 1-05046) filed on August 22, 2007*).
|
|
|
2.3
|
|
Con-way Inc. plan for reorganization of Con-way Freight Inc. (Item 2.05 to Con-way's Report on Form 8-K (File No. 1-05046) filed on November 3, 2008*).
|
|
|
2.4
|
|
Con-way Inc. plan for reorganization of Con-way Freight Inc. (Item 2.05 to Con-way's Report on Form 8-K (File No. 1-05046) filed on December 8, 2008*).
|
(3)
|
|
Articles of incorporation and Bylaws:
|
||
|
|
3.1
|
|
Con-way Inc. Certificate of Incorporation, as amended May 8, 2013.
|
|
|
3.2
|
|
Con-way Inc. Bylaws, as amended May 7, 2013.
|
(4)
|
|
Instruments defining the rights of security holders, including indentures:
|
||
|
|
4.1
|
|
Form of Indenture between CNF Transportation Inc. and Bank One Trust Company, National Association (Exhibit 4(d)(i) to Con-way's Form 8-K (File No. 1-05046) dated March 3, 2000*).
|
|
|
4.2
|
|
Supplemental Indenture No. 1 dated as of April 30, 2004 to Indenture dated as of March 8, 2000 between CNF Inc. as issuer and The Bank of New York, N.A. as successor trustee, relating to 6.70% Senior Debentures due 2034 (filed as Exhibit 4.2 to Form S-4 (File No. 333-116211) dated June 4, 2004*).
|
|
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4.3
|
|
Form of Global 6.70% Senior Debentures due 2034 (included in Exhibit 4.2 to Form S-4 (File No. 333-116211) dated June 4, 2004*).
|
|
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4.4
|
|
Form of Indenture dated as of December 27, 2007 between Con-way Inc. as issuer and The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.1 to Con-way's Report on Form 8-K (File No. 1-05046) filed on December 27, 2007*).
|
|
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4.5
|
|
Form of 7.25% Senior Notes due 2018 (Exhibit 4.3 to Con-way's Report on Form 8-K (File No. 1-05046) filed on December 27, 2007*).
|
|
|
4.6
|
|
$325 million Credit Agreement dated November 4, 2010 among Con-way Inc. and various financial institutions (Exhibit 99.1 to Con-way's Report on Form 8-K filed on November 5, 2010*).
|
|
|
4.7
|
|
Subsidiary Guaranty Agreement dated as of November 4, 2010 made by Con-way Freight, Inc., Menlo Worldwide, LLC and Transportation Resources, Inc. in favor of various financial institutions (Exhibit 99.2 to Con-way's Report on Form 8-K filed on November 5, 2010*).
|
|
|
4.8
|
|
First Amendment to Credit Agreement and Subsidiary Guaranty Agreement dated August 2, 2011 (Exhibit 10.1 to Con-way's Report on Form 8-K filed on August 2, 2011*).
|
|
|
4.9
|
|
Second Amendment to Credit Agreement dated June 28, 2013 (Exhibit 99.1 to Con-way's Report on Form 8-K filed on July 1, 2013*).
|
|
|
Instruments defining the rights of security holders of long-term debt of Con-way Inc., and its subsidiaries for which financial statements are required to be filed with this Form 10-K, of which the total amount of securities authorized under each such instrument is less than 10% of the total assets of Con-way Inc. and its subsidiaries on a consolidated basis, have not been filed as exhibits to this Form 10-K. Con-way agrees to furnish a copy of each applicable instrument to the Securities and Exchange Commission upon request.
|
(10)
|
|
Material contracts:
|
||
|
|
10.1
|
|
Distribution Agreement between Consolidated Freightways, Inc., and Consolidated Freightways Corporation dated November 25, 1996 (Exhibit 10.34 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 1996*).
|
|
|
10.2
|
|
Employee Benefit Matters Agreement by and between Consolidated Freightways, Inc. and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit 10.33 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 1996*#).
|
|
|
10.3
|
|
Transition Services Agreement between CNF Service Company, Inc. and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 1996*).
|
|
69
|
|
|
|
10.4
|
|
Tax Sharing Agreement between Consolidated Freightways, Inc., and Consolidated Freightways Corporation dated December 2, 1996 (Exhibit to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 1996*).
|
|
|
10.5
|
|
Stock Purchase Agreement between CNF Inc. and Menlo Worldwide, LLC and United Parcel Service dated October 5, 2004 (Exhibit 99.1 to Con-way's Form 8-K (File No. 1-05046) dated October 6, 2004*).
|
|
|
10.6
|
|
Amendment No. 1 dated December 17, 2004 to the Stock Purchase Agreement between CNF Inc. and Menlo Worldwide, LLC and United Parcel Service dated October 5, 2004 (Exhibit 99.1 to Con-way's Form 8-K (File No. 1-05046) dated December 21, 2004*).
|
|
|
10.7
|
|
Transition Services Agreement between CNF Inc and Menlo Worldwide, LLC and United Parcel Service date October 5, 2004 (Exhibit 99.1 to Con-way's Form 8-K (File No. 1-05046) dated October 6, 2004*).
|
|
|
10.8
|
|
Agreement and Plan of Merger dated as of July 13, 2007, by and among the Company, Seattle Acquisition Corporation, a Missouri corporation and a wholly owned subsidiary of the Company, Transportation Resources, Inc., a Missouri corporation, the Shareholders’ Agent (as defined therein) and the Principal Shareholders (as defined therein). (Exhibit 10.1 to Con-way's Form 10-Q (File No. 1-05046) for the quarter ended June 30, 2007*).
|
|
|
10.9
|
|
Stock Purchase Agreement to purchase Chic Holdings Limited between Menlo Worldwide, LLC and various sellers dated September 7, 2007 (Exhibit 10.8 to Con-way's Form 10-Q (File No. 1-05046) for the quarter ended September 30, 2007*).
|
|
|
10.10
|
|
Settlement and Release Agreement between Con-way Inc. and Central States (Item 1.01 to Con-way's Report on Form 8-K (File No. 1-05046) filed on December 31, 2008*).
|
|
|
10.11
|
|
Supplemental Retirement Plan dated January 1, 1990 (Exhibit 10.31 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 1993*#).
|
|
|
10.12
|
|
Con-way Inc. Nonqualified Executive Benefit Plans Trust Agreement 2004 Restatement dated as of December 30, 2004 between Con-way Inc. and Wachovia Bank, NA (Exhibit 10.5 to Con-way's Form 10-Q (File No. 1-05046) for the quarter ended March 31, 2005*#).
|
|
|
10.13
|
|
Directors Business Travel Insurance Plan (Exhibit 10.13 to Con-way's Form 10-K for the year ended December 31, 2012*#).
|
|
|
10.14
|
|
Emery Air Freight Plan for Retirees, effective October 31, 1987 (Exhibit 4.23 to the Emery Air Freight Corporation Quarterly Report on Form 10-Q ended September 30, 1987*#).
|
|
|
10.15
|
|
Separation Agreement and General Release between Con-way Freight Inc. and David S. McClimon effective September 28, 2007 (Exhibit 99 to Con-way's Report on Form 8-K (File No. 1-05046) filed on October 1, 2007*#).
|
|
|
10.16
|
|
Con-way Inc. Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008 (Exhibit 10.50 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.17
|
|
Con-way Inc. 2005 Deferred Compensation Plan for Non-Employee Directors Amended and Restated December 2008 (Exhibit 10.51 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.18
|
|
Con-way Inc. Amended and Restated 2003 Equity Incentive Plan for Non-Employee Directors Amended and Restated December 2011 (Exhibit 10.34 to Con-way's Form 10-K for the year ended December 31, 2011*#).
|
|
|
10.19
|
|
Con-way Inc. 1997 Equity and Incentive Plan (2006 Amendment and Restatement) (Exhibit 99.7 to Con-way's Report on Form 8-K (File No. 1-05046) filed on December 6, 2005*#).
|
|
|
10.20
|
|
Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated December 2008 (Exhibit 10.52 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.21
|
|
Amendment No. 1 to the Con-way Inc. 2006 Equity and Incentive Plan Amended and Restated December 2008 (Exhibit 99.7 to Con-way's Report on Form 8-K filed on December 18, 2009*#).
|
|
|
10.22
|
|
Con-way Inc. 2012 Equity and Incentive Plan
(Appendix A to Con-way's Proxy Statement filed on April 3, 2012
*#).
|
|
|
10.23
|
|
Con-way Inc. 1993 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008 (Exhibit 10.53 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.24
|
|
Con-way Inc. 2005 Deferred Compensation Plan for Executives and Key Employees Amended and Restated December 2008 (Exhibit 10.54 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.25
|
|
Con-way Inc. 2005 Supplemental Excess Retirement Plan (Amended and Restated December 2008) (Exhibit 10.57 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
70
|
|
|
|
10.26
|
|
Compliance Amendment 2012-1 to the Con-way Inc. 2005 Supplemental Excess Retirement Plan (Amended and Restated December 2008)(Exhibit 10.1 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.27
|
|
Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.58 to Con-way's Form 10-K (File No. 1-05046) for the year ended December 31, 2008*#).
|
|
|
10.28
|
|
Amendment No. 1 to Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.53 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.29
|
|
Amendment No. 2 to Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.54 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.30
|
|
Amendment No. 3 to Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.55 to Con-way's Form 10-K for the year ended December 31, 2011*#).
|
|
|
10.31
|
|
Amendment No. 4 to Con-way Inc. Supplemental Retirement Savings Plan Amended and Restated December 2008 (Exhibit 10.33 to Con-way's Form 10-K for the year ended December 31, 2012*#).
|
|
|
10.32
|
|
Form of Severance Agreement (Change in Control) for Douglas W. Stotlar (Exhibit 99.1 to Con-way's Report on Form 8-K filed on December 18, 2009*#).
|
|
|
10.33
|
|
Form of Severance Agreement (Change in Control) for Stephen L. Bruffett (Exhibit 99.2 to Con-way's Report on Form 8-K filed on December 18, 2009*#).
|
|
|
10.34
|
|
Form of Severance Agreement (Change in Control) for Robert L. Bianco Jr. (Exhibit 99.3 to Con-way's Report on Form 8-K filed on December 18, 2009*#).
|
|
|
10.35
|
|
Form of Severance Agreement (Change in Control) for Leslie P. Lundberg (Exhibit 10.61 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.36
|
|
Form of Severance Agreement (Change in Control) for Kevin S. Coel (Exhibit 10.63 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.37
|
|
Form of Amendment No. 1 to Severance Agreement (Change in Control) (Exhibit 10.64 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.38
|
|
Form of Amendment No. 2 to Severance Agreement (Change in Control)(Exhibit 10.2 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.39
|
|
Form of Severance Agreement (Change in Control) for Stephen K. Krull (Exhibit 10.4 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.40
|
|
Form of Severance Agreement (Change in Control) for W. Gregory Lehmkuhl (Exhibit 10.5 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.41
|
|
Form of Severance Agreement (Change in Control) for C. Randal Mullett (Exhibit 10.6 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.42
|
|
Form of Non-Change in Control Severance Policy (Con-way Inc. and Con-way Enterprise Services, Inc.) (Exhibit 10.11 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.43
|
|
Form of Non-Change in Control Severance Policy (Con-way Affiliates) (Exhibit 10.12 to Con-way's Form 10-Q for the year ended September 30, 2012*#).
|
|
|
10.44
|
|
Con-way Inc. Executive Incentive Plan (Exhibit 10.3 to Con-way's Form 10-Q for the quarter ended March 31, 2013*#).
|
|
|
10.45
|
|
Amended and Restated Form of Severance Agreement (Non-Change in Control) for Douglas W. Stotlar (Exhibit 99.1 to Con-way's Report on Form 8-K filed on June 24, 2010*#).
|
|
|
10.46
|
|
Amended and Restated Form of Severance Agreement (Non-Change in Control) for Stephen L. Bruffett (Exhibit 99.2 to Con-way's Report on Form 8-K filed on June 24, 2010*#).
|
|
|
10.47
|
|
Amended and Restated Form of Severance Agreement (Non-Change in Control) for Robert L. Bianco Jr. (Exhibit 99.3 to Con-way's Report on Form 8-K filed on June 24, 2010*#).
|
|
|
10.48
|
|
Amended and Restated Form of Severance Agreement (Non-Change in Control) for Leslie P. Lundberg (Exhibit 10.74 to Con-way's Form 10-K for the year ended December 31, 2010*#).
|
|
|
10.49
|
|
Amended and Restated Form of Severance Agreement (Non-Change in Control) for Kevin S. Coel (Exhibit 10.76 to Con-way's Form 10-K for the year ended December 31, 2010*#).
|
|
|
10.50
|
|
Form of Amendment No. 1 to Severance Agreement (Non-Change in Control) (Exhibit 10.74 to Con-way's Form 10-K for the year ended December 31, 2009*#).
|
|
|
10.51
|
|
Form of Amendment No. 2 to Amended and Restated Severance Agreement (Non-Change in Control) (Exhibit 10.7 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
|
10.52
|
|
Form of Severance Agreement (Non-Change in Control) for Stephen K. Krull (Exhibit 10.9 to Con-way's Form 10-Q for the quarter ended September 30, 2012*#).
|
|
71
|
|
|
72
|
|
1 Year CNF Chart |
1 Month CNF Chart |
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