10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

___           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to___

COMMISSION FILE NUMBER: 1-05046

Con-way Inc.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (734) 994-6600

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  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

                           Large accelerated filer x  Accelerated filer o  Non-accelerated filer o  Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No x

Number of shares of Common Stock, $0.625 par value,

outstanding as of April 30, 2012:  55,810,280

1

CON-WAY INC.
FORM 10-Q
Quarter Ended March 31, 2012
Table of Contents
					Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
			Consolidated Balance Sheets -
				March 31, 2012 and December 31, 2011	3
			Statements of Consolidated Income -
				Three Months Ended March 31, 2012 and 2011	5
			Statements of Consolidated Comprehensive Income -
				Three Months Ended March 31, 2012 and 2011	6
			Statements of Consolidated Cash Flows -
				Three Months Ended March 31, 2012 and 2011	7
			Notes to Consolidated Financial Statements		8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations			14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk			24
	Item 4.	Controls and Procedures			25
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings			26
	Item 1A.	Risk Factors			26
	Item 6.	Exhibits			27
	Signatures				28

2

PART I. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
	March 31,			December 31,
ASSETS	2012			2011
	(Unaudited)
Current Assets
Cash and cash equivalents	$	402,846		$	438,010
Marketable securities		16,215			13,255
Trade accounts receivable, net		644,881			577,522
Other accounts receivable		47,797			43,849
Operating supplies, at lower of average cost or market		24,029			22,822
Prepaid expenses		61,851			48,369
Deferred income taxes		37,135			46,563
Total Current Assets		1,234,754			1,190,390
Property, Plant and Equipment
Land		191,515			194,078
Buildings and leasehold improvements		827,171			827,910
Revenue equipment		1,667,117			1,613,806
Other equipment		322,120			318,313
		3,007,923			2,954,107
Accumulated depreciation		(1,482,285	)		(1,458,074	)
Net Property, Plant and Equipment		1,525,638			1,496,033
Other Assets
Deferred charges and other assets		37,139			36,743
Capitalized software, net		18,902			19,829
Marketable securities		5,394			5,354
Intangible assets, net		13,150			13,951
Goodwill		337,951			337,716
		412,536			413,593
Total Assets	$	3,172,928		$	3,100,016
The accompanying notes are an integral part of these statements.

3

CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
	March 31,			December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY	2012			2011
	(Unaudited)
Current Liabilities
Accounts payable	$	385,855		$	345,489
Accrued liabilities		242,850			235,146
Self-insurance accruals		104,544			104,328
Short-term borrowings		15,804			14,481
Current maturities of long-term debt and capital leases		23,086			24,026
Total Current Liabilities		772,139			723,470
Long-Term Liabilities
Long-term debt		718,368			718,336
Long-term obligations under capital leases		48,026			51,902
Self-insurance accruals		159,682			158,889
Employee benefits		601,810			610,850
Other liabilities and deferred credits		41,422			39,120
Deferred income taxes		46,202			38,195
Total Liabilities		2,387,649			2,340,762
Commitments and Contingencies (Note 8)
Shareholders' Equity
Common stock, $0.625 par value; authorized 100,000,000 shares;
issued 63,363,118 and 63,065,931 shares, respectively		39,583			39,394
Additional paid-in capital, common stock		601,256			595,992
Retained earnings		904,821			884,758
Cost of repurchased common stock
(7,569,160 and 7,468,869 shares, respectively)		(325,696	)		(322,454	)
Accumulated other comprehensive loss		(434,685	)		(438,436	)
Total Shareholders' Equity		785,279			759,254
Total Liabilities and Shareholders' Equity	$	3,172,928		$	3,100,016
The accompanying notes are an integral part of these statements.

4

CON-WAY INC.
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Dollars in thousands except per share amounts)
	Three Months Ended
	March 31,
	2012			2011
Revenues	$	1,366,161		$	1,245,627
Costs and Expenses
Salaries, wages and employee benefits		522,470			491,640
Purchased transportation		368,051			316,990
Fuel and fuel-related taxes		143,831			136,027
Other operating expenses		136,515			130,682
Depreciation and amortization		51,842			50,314
Maintenance		31,910			29,472
Rents and leases		28,700			27,791
Purchased labor		27,152			26,015
		1,310,471			1,208,931
Operating Income		55,690			36,696
Other Income (Expense)
Investment income		235			322
Interest expense		(13,794	)		(13,919	)
Miscellaneous, net		(709	)		(1,738	)
		(14,268	)		(15,335	)
Income before Income Tax Provision		41,422			21,361
Income Tax Provision		15,776			14,439
Net Income	$	25,646		$	6,922
Weighted-Average Common Shares Outstanding
Basic		55,703,722			55,039,751
Diluted		56,257,783			55,725,230
Earnings per Common Share
Basic	$	0.46		$	0.13
Diluted	$	0.46		$	0.12
The accompanying notes are an integral part of these statements.

5

CON-WAY INC.
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
	Three Months Ended
	March 31,
	2012		2011
Net Income	$	25,646	$	6,922
Other Comprehensive Income:
Foreign currency translation adjustment		730		994
Unrealized gain on available-for-sale security,
net of deferred tax of $45 and $24, respectively		70		37
Employee benefit plans
Amortization of actuarial loss included in expense, net of
deferred tax of $1,858 and $1,011, respectively		2,951		1,582
		3,751		2,613
Comprehensive Income	$	29,397	$	9,535
The accompanying notes are an integral part of these statements.

6

CON-WAY INC.
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Dollars in thousands)
	Three Months Ended
	March 31,
	2012			2011
Cash and Cash Equivalents, Beginning of Period	$	438,010		$	421,420
Operating Activities
Net income		25,646			6,922
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization, net of accretion		51,593			50,078
Non-cash compensation and employee benefits		8,720			6,106
Increase in deferred income taxes		15,532			11,702
Provision for uncollectible accounts		1,158			1,963
Gain from sales of property and equipment, net		(1,450	)		(161	)
Changes in assets and liabilities:
Receivables		(68,093	)		(90,497	)
Prepaid expenses		(13,482	)		(16,667	)
Accounts payable		40,366			59,150
Accrued variable compensation		(35,459	)		(15,618	)
Accrued liabilities, excluding accrued variable compensation
and employee benefits		42,359			36,995
Self-insurance accruals		1,009			(11,392	)
Accrued income taxes		(4,509	)		17,240
Employee benefits		(8,236	)		3,119
Deferred charges and credits		617			5,732
Other		(2,942	)		(3,267	)
Net Cash Provided by Operating Activities		52,829			61,405
Investing Activities
Capital expenditures		(82,486	)		(51,485	)
Software expenditures		(873	)		(1,938	)
Proceeds from sales of property and equipment		5,759			1,458
Purchases of marketable securities		(5,000	)		-
Proceeds from sales of marketable securities		2,115			125
Net Cash Used in Investing Activities		(80,485	)		(51,840	)
Financing Activities
Repayment of capital leases		(4,816	)		(4,618	)
Net proceeds from (repayments of) short-term borrowings		1,248			(410	)
Proceeds from exercise of stock options		279			2,078
Excess tax benefit from share-based compensation		1,360			150
Payments of common dividends		(5,579	)		(5,510	)
Net Cash Used in Financing Activities		(7,508	)		(8,310	)
Increase (Decrease) in Cash and Cash Equivalents		(35,164	)		1,255
Cash and Cash Equivalents, End of Period	$	402,846		$	422,675
Supplemental Disclosure
Cash paid (refunded) for income taxes, net	$	3,400		$	(18,204	)
Cash paid for interest, net of amounts capitalized	$	16,200		$	16,376
Non-cash Financing Activities
Revenue equipment acquired through partial non-monetary exchanges	$	6,908		$	6,933
Repurchased common stock issued under defined contribution plan	$	-		$	8,589
The accompanying notes are an integral part of these statements.

7

CON-WAY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Principal Accounting Policies

Organization

Con-way Inc. and its consolidated subsidiaries (“Con-way”) provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way’s business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, “Segment Reporting,” for financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload and Other.

Basis of Presentation

These interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2011 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way’s financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings per Share (“EPS”)

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

(Dollars in thousands except per share data)	Three Months Ended March 31,
	2012		2011
Numerator:
Net income	$	25,646	$	6,922
Denominator:
Weighted-average common shares outstanding		55,703,722		55,039,751
Stock options and nonvested stock		554,061		685,479
		56,257,783		55,725,230
Diluted Earnings per Share:	$	0.46	$	0.12
Anti-dilutive securities excluded from the
computation of diluted EPS		1,932,324		1,992,478

New Accounting Standards

As of March 31, 2012, there are no material new accounting standards that have been issued but not yet adopted by Con-way.

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation, including the presentation of revenue equipment acquired through partial non-monetary exchanges and the resulting effect on previously reported capital expenditures and proceeds from sales of property and equipment.

8

2. Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill attributable to each applicable segment:

(Dollars in thousands)	Logistics			Truckload			Other		Total
Balance at December 31, 2010
Goodwill	$	55,374		$	464,598		$	727	$	520,699
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
		7,138			329,785			727		337,650
Change in foreign currency exchange rates		66			--			--		66
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		235			--			--		235
Balances at March 31, 2012
Goodwill		55,675			464,598			727		521,000
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
	$	7,439		$	329,785		$	727	$	337,951

Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The first-quarter amortization expense related to intangible assets was $0.8 million for both 2012 and 2011.

Intangible assets consisted of the following:

	March 31, 2012				December 31, 2011
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	27,716	$	14,566	$	27,570	$	13,619

Estimated amortization expense for the next five years is presented in the following table:

(Dollars in thousands)
Year ending December 31:
Remaining nine months of 2012	$	2,154
2013		2,356
2014		2,356
2015		2,356
2016		2,356
2017		1,571

9

3. Segment Reporting

Con-way discloses segment information in the manner in which the business units are organized for making operating decisions, assessing performance and allocating resources. For the periods presented, Con-way is divided into the following four reporting segments:

· Freight. The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

· Logistics. The Logistics segment consists of the operating results of the Menlo Worldwide Logistics business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.

· Truckload. The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

· Other. The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments.

Financial Data

Management evaluates segment performance primarily based on revenue and operating income (loss). Accordingly, investment income, interest expense, and other non-operating items are not reported in segment results. Corporate expenses are generally allocated based on measurable services provided to each segment, or for general corporate expenses, based on segment revenue. Inter-segment revenue and related operating income (loss) have been eliminated to reconcile to consolidated revenue and operating income. Transactions between segments are generally based on negotiated prices.

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Revenues before Inter-segment Eliminations
Freight	$	831,047		$	767,741
Logistics		419,146			369,975
Truckload		157,323			145,215
Other		14,291			11,997
Inter-segment Revenue Eliminations		(55,646	)		(49,301	)
	$	1,366,161		$	1,245,627
Inter-segment Revenue Eliminations
Freight	$	12,406		$	11,291
Logistics		10,345			6,161
Truckload		19,566			20,846
Other		13,329			11,003
	$	55,646		$	49,301
Revenues from External Customers
Freight	$	818,641		$	756,450
Logistics		408,801			363,814
Truckload		137,757			124,369
Other		962			994
	$	1,366,161		$	1,245,627
Operating Income (Loss)
Freight	$	34,502		$	20,344
Logistics		12,294			8,646
Truckload		10,550			7,083
Other		(1,656	)		623
	$	55,690		$	36,696

10

4. Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the following three levels within the fair-value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Financial Assets Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of financial instruments within the fair-value hierarchy:

	March 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	351,020	$	84,870	$	266,150	$	--
Current marketable securities		16,215		--		16,215		--
Other marketable securities		5,394		--		--		5,394

	December 31, 2011
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	398,450	$	84,872	$	313,578	$	--
Current marketable securities		13,255		--		13,255		--
Other marketable securities		5,354		--		--		5,354

Cash equivalents consist of short-term interest-bearing instruments (primarily commercial paper, certificates of deposit and money-market funds) with maturities of three months or less at the date of purchase. Current marketable securities consist of variable-rate demand notes.

Money-market funds reflect their published net asset value and are classified as Level 1 instruments. Commercial paper, certificates of deposit and variable-rate demand notes are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. At March 31, 2012, the weighted-average remaining maturity of the cash equivalents was less than one month. Based on their short maturities, the carrying amount of the cash equivalents approximates their fair value.

Con-way holds one auction-rate security, which is valued with an income approach that utilizes a discounted cash flow model. The following table summarizes the change in fair values of Con-way’s auction-rate security, which was valued using Level 3 inputs:

(Dollars in thousands)	Auction-rate security
Balance at December 31, 2010	$	6,039
Unrealized loss		(10	)
Partial redemption		(675	)
Balance at December 31, 2011	$	5,354
Unrealized gain		115
Partial redemption		(75	)
Balance at March 31, 2012	$	5,394

11

5. Employee Benefit Plans

In the periods presented, employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. See Note 10, “Employee Benefit Plans,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2011 Annual Report on Form 10-K for additional information concerning its employee benefit plans, including changes to its defined contribution retirement plans.

Defined Benefit Pension Plans

As a result of plan amendments in previous years, no additional benefits accrue under these plans and already-accrued benefits will not be adjusted for future increases in compensation. The following table summarizes the components of net periodic benefit expense (income) for Con-way’s domestic defined benefit pension plans:

	Qualified Pension Plans						Non-Qualified Pension Plans
	Three Months Ended March 31,							Three Months Ended March 31,
(Dollars in thousands)	2012			2011				2012		2011
Interest cost on benefit obligation	$	17,502		$	17,970			$	856	$	937
Expected return on plan assets		(21,111	)		(21,542	)			--		--
Amortization of net loss		4,830			2,739				281		157
Net periodic benefit expense (income)	$	1,221		$	(833	)		$	1,137	$	1,094

Con-way expects to make required contributions of $51.4 million to its Qualified Pension Plans in 2012, including $11.9 million contributed through April 2012. Con-way’s estimate of its 2012 contribution is subject to change based on variations in interest rates, asset returns, Pension Protection Act requirements and other factors.

Defined Contribution Retirement Plans

Con-way’s expense for the defined contribution retirement plans was $12.9 million in the first quarter of 2012, compared to $9.0 million in the same period of 2011. In the periods presented, Con-way’s contributions included cash and Con-way common stock. From January 2009 through June 2011, the common stock contributions were made with repurchased common stock (also referred to as treasury stock). In the first three months of 2011, Con-way used 237,184 shares of treasury stock to fund $8.6 million of contributions. Effective in July 2011, Con-way’s contributions were in the form of cash, rather than in treasury stock.

Postretirement Medical Plan

The following table summarizes the components of net periodic benefit expense for the postretirement medical plan:

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Service cost	$	423		$	405
Interest cost on benefit obligation		1,021			1,121
Amortization of prior service credit		(302	)		(303	)
Net periodic benefit expense	$	1,142		$	1,223

6. Share-Based Compensation

Under terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of stock options, nonvested stock (also known as restricted stock), performance-share plan units (“PSPUs”) and stock appreciation rights (“SARs”). See Note 11, “Share-Based Compensation,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2011 Annual Report on Form 10-K for additional information concerning its share-based compensation awards.

12

A portion of the awards Con-way granted in the first quarter of 2012 included PSPUs. The PSPUs vest three years from the grant date if certain performance criteria are achieved. The number of shares the award recipients ultimately receive depends upon the achievement of certain performance criteria and can range from 0% to 200% of the grant target. PSPUs are subject to forfeiture if an award recipient leaves Con-way during the three-year period. The PSPUs are valued at the market price of Con-way’s common stock at the date of the award, reduced by the present value of the dividends not received during the three-year vesting period. 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 SARs are liability-classified awards and, as a result, Con-way re-measures the fair value of the awards each reporting period until the awards are settled. At March 31, 2012 and December 31, 2011, Con-way had recognized accrued liabilities for cash-settled SARs of $4.2 million and $3.1 million, respectively, using a weighted-average fair value per SAR of $13.33 and $10.85, respectively.

The following expense was recognized for share-based compensation:

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Salaries, wages and employee benefits	$	5,062		$	4,763
Deferred income tax benefit		(1,965	)		(1,844	)
Net share-based compensation expense	$	3,097		$	2,919

7. Income Taxes

Con-way recognized a tax provision of $15.8 million in the first quarter of 2012 and $14.4 million in the same quarter of 2011. The first-quarter tax provision in 2011 reflects a $5.9 million charge due to the matter discussed below under “Audit Settlement.” Excluding the effect of various discrete tax adjustments, the first-quarter effective tax rate increased to 38.6% in 2012 from 37.3% in 2011, primarily due to a 2011 benefit associated with a now-expired fuel-related tax credit.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $9.2 million and $4.8 million at March 31, 2012 and December 31, 2011, respectively.

Audit Settlement

In 2011, Con-way settled a disputed issue with the IRS that arose in the 2005 to 2007 audit cycle. This issue primarily related to the treatment and character of certain payments Con-way made to retirees and former employees of Menlo Worldwide Forwarding, Inc. and its subsidiaries (“MWF”) since the 2004 sale of MWF to United Parcel Service, Inc. Con-way and the IRS agreed in the settlement to re-characterize a portion of these payments as capital losses. The re-characterized portion may not be deducted and may be used only to offset capital gains.

8. Commitments and Contingencies

Purchase Obligations

In connection with its outsourcing initiative, Con-way entered into agreements with third-party service providers in the first quarter of 2010. Payments to the third-party providers are estimated to be $232 million between 2012 and 2016, when the agreements are expected to expire. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. The estimated payments reflect amounts based on projections of services expected to be consumed. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additional fees if termination is for causes other than the failure of the service providers to perform. If Con-way had elected, for convenience, to terminate the contract for the outsourced information-technology services at December 31, 2011, the termination fee would have been approximately $34 million, compared to approximately $28 million if Con-way elects to terminate the contract on December 31, 2012.

Legal Matters

Con-way is a defendant in various legal matters 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 position, results of operations or cash flows.

13

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations (referred to as “Management’s Discussion and Analysis”) is intended to assist in a historical and prospective understanding of Con-way’s financial condition, results of operations and cash flows, including a discussion and analysis of the following:

· Overview of Business

· Results of Operations

· Liquidity and Capital Resources

· Critical Accounting Policies and Estimates

· Forward-Looking Statements

Overview of Business

Con-way provides transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers through three primary business units: Con-way Freight, Menlo Worldwide Logistics and Con-way Truckload. These business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, and multimodal freight brokerage. For financial reporting purposes, Con-way is divided into four reporting segments:

· Freight. The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

· Logistics. The Logistics segment consists of the operating results of the Menlo Worldwide Logistics business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.

· Truckload. The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

· Other. The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments.

Con-way Freight primarily 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. Menlo Worldwide Logistics manages the logistics functions of its customers and primarily utilizes third-party transportation providers for the movement of customer shipments. Con-way Truckload primarily transports shipments using a fleet of company-operated long-haul tractors and trailers.

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. Due to Con-way Freight’s cost structure, sudden or severe changes in shipment volumes can have a negative impact on management’s ability to manage costs.

Con-way’s primary business units are affected by the timing and degree of fluctuations in fuel prices and their ability to recover incremental fuel costs through fuel-surcharge programs and/or cost-recovery mechanisms, as more fully discussed in Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Fuel.”

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Results of Operations

The overview below provides a high-level summary of Con-way’s results of 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.

(Dollars in thousands except per share amounts)	Three Months Ended March 31,
	2012		2011
Revenues	$	1,366,161	$	1,245,627
Operating expenses		1,310,471		1,208,931
Operating income		55,690		36,696
Other non-operating expense		14,268		15,335
Income before income tax provision		41,422		21,361
Income tax provision		15,776		14,439
Net income	$	25,646	$	6,922
Diluted earnings per share	$	0.46	$	0.12

Overview

Consolidated revenue for Con-way for the first quarter of 2012 increased 9.7% compared to the first quarter of 2011. The increase in revenue reflects higher revenue at all reporting segments.

Con-way’s 2012 first-quarter consolidated operating income increased 51.8% from the first quarter of 2011 primarily due to increased operating income at Freight. In the first quarter of 2012, Freight’s operating income increased 69.6% from the prior-year period, reflecting higher revenue largely due to increased revenue per hundredweight. Logistics and Truckload also reported increased operating income in the first quarter of 2012.

Other non-operating expense for the first quarter of 2012 decreased $1.1 million from the first quarter of 2011, primarily due to lower fees associated with Con-way’s revolving credit facility and positive variations in foreign exchange gains and losses.

Con-way recognized a tax provision of $15.8 million in the first quarter of 2012 and $14.4 million in the same quarter of 2011. The first-quarter tax provision in 2011 reflects a $5.9 million charge due to the matter more fully discussed in Note 7, “Income Taxes,” of Item 1, “Financial Statements.” Excluding this item and other less material discrete adjustments, the first-quarter 2012 effective tax rate was 38.6%, compared with 37.3% for the first quarter of 2011.

Cost-Reduction Actions

In response to economic conditions, in March 2009 Con-way announced several employee-related measures to reduce costs and conserve cash, as detailed in Item 7, “Management’s Discussion and Analysis – Results of Operations – Overview,” in Con-way’s 2011 Annual Report on Form 10-K. For the comparative periods presented, Con-way’s estimated cost savings related to the suspended contributions to the defined contribution retirement plan were approximately $8 million in the first quarter of 2012 compared to approximately $14 million in the first quarter of 2011. In the fourth quarter of 2011, Con-way reinstated certain contributions to the defined contribution retirement plan; however, the matching contributions have not been reinstated. Any potential reinstatement of Con-way’s matching contributions to the defined contribution retirement plan is based on a number of considerations. The predominant amount of the reported cost savings relate to the Freight segment. Actual results may differ from the estimated amounts depending on factors such as employee count and turnover, and assumptions related to employee retirement plan contributions.

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Reporting Segment Review

For the discussion and analysis of segment operating results, management utilizes revenue before inter-segment eliminations. Management believes that revenue before inter-segment eliminations, combined with the detailed operating expense information, provides the most meaningful analysis of segment results. Revenue before inter-segment eliminations is reconciled to revenue from external customers in Note 3, “Segment Reporting,” of Item 1, “Financial Statements.”

Freight

The following table compares operating results, operating margins, and the percentage change in selected operating statistics of the Freight reporting segment:

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Revenue before inter-segment eliminations	$	831,047		$	767,741
Salaries, wages and employee benefits		380,496			361,742
Purchased transportation		138,275			121,523
Fuel and fuel-related taxes		98,305			92,732
Other operating expenses		109,371			107,747
Depreciation and amortization		29,972			27,576
Maintenance		23,596			21,298
Rents and leases		12,096			10,862
Purchased labor		4,434			3,917
Total operating expenses		796,545			747,397
Operating income	$	34,502		$	20,344
Operating margin		4.2	%		2.6	%
	2012 vs. 2011
Selected Operating Statistics
Weight per day		+1.5	%
Revenue per hundredweight (“yield”)		+6.1	%
Shipments per day (“volume”)		+1.1	%
Weight per shipment		+0.4	%

Freight’s revenue increased 8.2% in the first quarter of 2012 compared with the prior year due to a 6.1% increase in yield and a 1.5% increase in weight per day. The increase in yield was primarily due to increases in base freight rates and fuel-surcharge revenue. The increase in weight per day was due to a 1.1% increase in shipments per day and a 0.4% increase in weight per shipment.

Excluding fuel surcharges, yield in the first quarter of 2012 increased 4.1% as the result of negotiated contractual rate increases as well as a general rate increase that went into effect in August 2011. In the first quarter, fuel-surcharge revenue increased to 17.5% of revenue in 2012 from 16.0% in 2011. The fuel surcharge is intended to compensate Con-way Freight for the adverse effects of higher fuel costs and fuel-related increases in purchased transportation. Fuel surcharges are only one part of Con-way Freight’s overall rate structure, and the total price that Con-way Freight receives from customers for its services is governed by market forces, as more fully discussed below in Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Fuel.”

In the first quarter, Freight’s operating income increased 69.6% to $34.5 million in 2012 from $20.3 million in 2011, reflecting higher revenue and improved margin. In addition to the effect from higher yield, the improved margin in 2012 reflects improved productivity and cost controls, which benefited from steady shipment volumes.

Expenses for salaries, wages and employee benefits increased 5.2% in the first quarter of 2012, reflecting a 17.1% increase in employee benefits and a 1.0% increase in salaries and wages, including variable compensation. Higher expense for employee benefits was primarily due to higher costs for employee medical claims, and increased expenses for holiday pay and defined contribution retirement plans. Higher costs for employee medical claims were primarily due to an increase in expense per claim. Higher expense for holiday pay reflects one paid holiday in the first quarter of 2012 compared to no paid holiday in the first quarter of 2011. The increase in defined contribution retirement plan expense was primarily due to the restoration of certain benefits in the fourth quarter of 2011, as more fully discussed above in “Overview.”

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Purchased transportation expense increased 13.8% in the first quarter due to higher rates, including fuel-related cost increases, and increased third-party carrier miles.

In the first quarter of 2012, expenses for fuel and fuel-related taxes increased 6.0% primarily due to an increase in the cost per gallon of diesel fuel, partially offset by lower fuel consumption due to fewer miles driven by company-operated tractors.

Logistics

The table below compares operating results and operating margins of the Logistics reporting segment. The table summarizes Logistics’ revenue as well as net revenue (revenue less purchased transportation expense). Carrier-management revenue is attributable to contracts for which Menlo Worldwide Logistics manages the transportation of freight but subcontracts to carriers the actual transportation and delivery of products, which Menlo Worldwide Logistics refers to as purchased transportation. Menlo Worldwide Logistics’ management places emphasis on net revenue as a meaningful measure of the relative importance of its principal services since revenue earned on most carrier-management services includes the carriers’ charges to Menlo Worldwide Logistics for transporting the shipments.

(Dollars in thousands)	Three Months Ended  March 31,
	2012			2011
Revenue before inter-segment eliminations	$	419,146		$	369,975
Purchased transportation expense		(263,423	)		(227,654	)
Net revenue		155,723			142,321
Salaries, wages and employee benefits		63,022			53,349
Fuel and fuel-related taxes		237			256
Other operating expense		38,715			39,459
Depreciation and amortization		2,628			2,841
Maintenance		976			702
Rents and leases		15,847			15,708
Purchased labor		22,004			21,360
Total operating expenses excluding
purchased transportation		143,429			133,675
Operating income	$	12,294		$	8,646
Operating margin on revenue		2.9	%		2.3	%
Operating margin on net revenue		7.9	%		6.1	%

In the first quarter of 2012, Logistics’ revenue increased 13.3% due to increases in revenue from both carrier-management and warehouse-management services. In 2012, revenue from carrier-management services in the first quarter increased 16.8% while revenue from warehouse-management services increased 4.9%. Higher revenue from carrier-management services was due to new customers, growth at existing logistics customers and increased freight-brokerage volumes and, to a lesser extent, fuel-related increases in purchased transportation. Increased revenue from warehouse-management services was due to the addition of new customers and growth at existing customers.

Logistics’ net revenue in the first quarter of 2012 increased 9.4%, as revenue growth was partially offset by purchased transportation expense that grew at a higher percentage than revenue. Purchased transportation expense increased 15.7% in the first quarter of 2012 primarily due to increased carrier-management volumes and, to a lesser extent, fuel-related rate increases.

In the first quarter, Logistics’ operating income increased 42.2% to $12.3 million in 2012 from $8.6 million in 2011. Higher operating income was primarily due to the growth in net revenue and improved margins from both warehouse-management services and carrier-management services. Higher margins on warehouse-management services reflect costs incurred in the first quarter of 2011 as the result of warehouse relocations. Higher margins on carrier-management services reflect improved operating results related to freight-brokerage services.

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Salaries, wages and employee benefits increased 18.1% in the first quarter of 2012. In the first quarter, salaries and wages, excluding variable compensation, rose 16.7% primarily due to increased average employee counts. Variable compensation expense increased $1.1 million or 39.7% in the first quarter of 2012 based on variations in performance measures relative to variable-compensation plan targets. Employee benefits expense increased 17.7% in the first quarter of 2012 primarily due to increased costs associated with payroll taxes and employee medical claims. Increased expense for payroll taxes was primarily due to the increase in salaries and wages. Higher costs for employee medical claims were primarily due to an increase in expense per claim.

Other operating expenses decreased 1.9% in the first quarter of 2012, primarily due to lower first-quarter costs for information-technology projects (including administrative corporate allocations).

Purchased labor expense increased 3.0% in the first quarter of 2012 due to increased labor demands for new customers, partially offset by a decline in expense as a result of costs incurred in the first quarter of 2011 for warehouse relocations.

Truckload

The table below compares operating results, operating margins and the percentage change in selected operating statistics of the Truckload reporting segment. The table summarizes the segment’s revenue before inter-segment eliminations, including freight revenue, fuel-surcharge revenue and other non-freight revenue. Truckload’s management believes these measures are relevant to evaluate its on-going operations.

(Dollars in thousands)	Three Months Ended  March 31,
	2012			2011
Freight revenue	$	116,253		$	110,613
Fuel-surcharge revenue		36,406			30,317
Other revenue		4,664			4,285
Revenue before inter-segment eliminations		157,323			145,215
Salaries, wages and employee benefits		52,910			50,367
Purchased transportation		8,398			5,830
Fuel and fuel-related taxes		45,164			42,994
Other operating expenses		15,854			14,349
Depreciation and amortization		16,595			16,684
Maintenance		7,251			7,371
Rents and leases		324			269
Purchased labor		277			268
Total operating expenses		146,773			138,132
Operating income	$	10,550		$	7,083
Operating margin on revenue		6.7	%		4.9	%
Operating margin on revenue
excluding fuel-surcharge revenue		8.7	%		6.2	%
	2012 vs. 2011
Selected Operating Statistics
Freight revenue per loaded mile		+3.3	%
Loaded  miles		+1.8	%

Truckload’s revenue increased 8.3% in the first quarter of 2012 from the same period of 2011, primarily due to a 20.1% increase in fuel-surcharge revenue and a 5.1% increase in freight revenue. The 5.1% increase in freight revenue reflects a 3.3% increase in revenue per loaded mile, and a 1.8% increase in loaded miles. In the periods presented, higher fuel-surcharge revenue was primarily due to higher fuel prices in 2012 compared to 2011. The increase in loaded miles was primarily due to an increase in the size of the tractor fleet, including owner-operated units, in the first quarter of 2012 from the same period of 2011.

For the first quarter, Truckload’s operating income increased 48.9% to $10.6 million in 2012 from $7.1 million in 2011. Higher operating income was primarily due to an increase in the rate per loaded mile and an improved fuel-surcharge recovery rate.

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Salaries, wages and employee benefits increased 5.0% in the first quarter of 2012. Employee benefits expense increased 15.2% in the first quarter of 2012 primarily due to increased costs for employee medical and workers’ compensation claims, which reflect increases in expense per claim. In the first quarter, salaries and wages, excluding variable compensation, rose 1.3% primarily due to an increase in miles driven.

Purchased transportation increased 44.0% in 2012, primarily due to increased miles and fuel-related increases related to Truckload’s owner-operator fleet.

Expenses for fuel and fuel-related taxes increased 5.0% in the first quarter of 2012, reflecting a higher fuel cost per gallon.

Other operating expenses increased 10.5% in the first quarter of 2012, primarily due to a $1.6 million increase in vehicular self-insurance expense. Despite a decline in the number of accidents, vehicular self-insurance expense increased primarily due to an increase in expense per claim. Other increases in other operating expenses were offset by a $1.0 million increase in gains resulting from the disposition of equipment, which reflect improved conditions in the used-tractor market. The estimated salvage values for Con-way Truckload’s tractors have been increased, which is expected to moderate the amount of gains recognized in the remainder of 2012. The increase in estimated salvage values will also result in lower depreciation; however, that change is expected to be more than offset by increases in depreciation associated with trailer and tractor purchases.

Other

The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments. The table below summarizes the operating results for the Other reporting segment:

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Revenue
Road Systems	$	14,291		$	11,997
Operating income (loss)
Road Systems	$	(76	)	$	(85	)
Con-way re-insurance activities		(1,219	)		1,325
Con-way corporate properties		(349	)		(359	)
Other		(12	)		(258	)
	$	(1,656	)	$	623

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Liquidity and Capital Resources

Cash and cash equivalents decreased to $402.8 million at March 31, 2012 from $438.0 million at December 31, 2011, as $80.5 million used in investing activities and $7.5 million used in financing activities exceeded $52.8 million provided by operating activities. Cash used in investing activities primarily reflects capital expenditures for the acquisition of revenue equipment. Cash used in financing activities primarily reflects the payment of common dividends and repayment of capital leases. Cash provided by operating activities came primarily from net income after adjustment for non-cash items.

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Operating Activities
Net income	$	25,646		$	6,922
Non-cash adjustments (1)		75,553			69,688
Changes in assets and liabilities		(48,370	)		(15,205	)
Net Cash Provided by Operating Activities		52,829			61,405
Net Cash Used in Investing Activities		(80,485	)		(51,840	)
Net Cash Used in Financing Activities		(7,508	)		(8,310	)
Increase (Decrease) in Cash and Cash Equivalents	$	(35,164	)	$	1,255
(1) “Non-cash adjustments” refer to depreciation, amortization, deferred income taxes, provision for uncollectible
accounts, and other non-cash income and expenses.

Operating Activities

The most significant items affecting the comparison of Con-way’s operating cash flows for the periods presented are summarized below:

In the first three months of 2012, net income and non-cash adjustments collectively increased operating cash flows $24.6 million from the same period of 2011. Changes in assets and liabilities lowered operating cash flow by $33.2 million in the first three months of 2012 compared to the same period of 2011. Changes in accrued income taxes and accrued variable compensation decreased operating cash flows in the first three months of 2012 when compared to the same period of last year, while changes in receivables and self-insurance accruals increased operating cash flows.

Accrued income taxes used $4.5 million in the first three months of 2012, compared to $17.2 million provided in the same prior-year period primarily due to variations in income tax refunds and payments. In the first three months of 2012, Con-way made net payments of $3.4 million and in the first three months of 2011 Con-way received $18.2 million of net refunds.

Accrued variable compensation used $35.5 million in the first quarter of 2012, compared to $15.6 million used in the first quarter of 2011. Variations in performance measures relative to variable-compensation plan targets resulted in a higher level of payments in the first quarter of 2012 when compared to the prior-year period.

In the first three months of 2012, receivables used $68.1 million, compared to $90.5 million used in the first three months of 2011. Changes in receivables reflect variations in revenue and average collection periods.

The change in self-insurance accruals provided $1.0 million in the first three months of 2012, compared to $11.4 million used in the first three months of 2011. The cash provided in the first three months of 2012 was primarily due to increases in cargo claims.The cash used in the first three months of 2011 was primarily due to decreases in the liabilities for vehicular and workers compensation claims.

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Investing Activities

The most significant item affecting the comparison of Con-way’s investing cash flows for the periods presented was the change in capital expenditures. In the first three months, capital expenditures were $82.5 million in 2012, compared to $51.5 million in 2011. Increased capital expenditures in 2012 were primarily due to the acquisition of tractor equipment at Con-way Freight.

Financing Activities

There were no significant financing transactions that affected the comparison of Con-way’s financing cash flows for the periods presented.

Contractual Cash Obligations

Con-way’s contractual cash obligations as of December 31, 2011 are summarized in Item 7, “Management’s Discussion and Analysis – Liquidity and Capital Resources – Contractual Cash Obligations,” of Con-way’s 2011 Annual Report on Form 10-K. In the first three months of 2012, there have been no material changes in Con-way’s contractual obligations outside the ordinary course of business.

Capital Resources and Liquidity Outlook

Con-way’s capital requirements relate primarily to the acquisition of revenue equipment to support growth and/or replacement of older equipment with newer equipment. In funding these capital expenditures and meeting working-capital requirements, Con-way utilizes various sources of liquidity and capital, including cash and cash equivalents, cash flow from operations, credit facilities and access to capital markets. Con-way may also manage its liquidity requirements and cash-flow generation by varying the timing and amount of capital expenditures.

Con-way has a $325 million unsecured revolving credit facility that matures on August 2, 2016. The revolving facility is available for cash borrowings and issuance of letters of credit. At March 31, 2012, no cash borrowings were outstanding under the credit facility; however, $171.6 million of letters of credit were outstanding, leaving $153.4 million of available capacity for additional letters of credit or cash borrowings. The revolving facility is guaranteed by certain of Con-way’s material domestic subsidiaries and contains two financial covenants: (i) a leverage ratio and (ii) a fixed-charge coverage ratio. At March 31, 2012, Con-way was in compliance with the revolving credit facility’s financial covenants and expects to remain in compliance.

Con-way had other uncommitted unsecured credit facilities totaling $63.4 million at March 31, 2012, which are available to support short-term borrowings, letters of credit, bank guarantees and overdraft facilities. At March 31, 2012, $15.8 million of cash borrowings and $26.8 million of other credit commitments were outstanding leaving $20.8 million of available capacity.

See “– Forward-Looking Statements” below and Item 1A, “Risk Factors,” and Note 6, “Debt and Other Financing Arrangements,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2011 Annual Report on Form 10-K for additional information concerning Con-way’s $325 million credit facility and its other debt instruments.

In 2012, Con-way anticipates capital and software expenditures of approximately $300 million, net of asset dispositions, primarily for the acquisition of tractor equipment. Con-way’s actual 2012 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

In the first three months of 2011, Con-way used repurchased common stock (also referred to as treasury stock) to fund $8.6 million of contributions to the defined contribution retirement plan. Effective in July 2011, the contributions were in the form of cash contributed by Con-way, rather than in treasury stock.

At March 31, 2012, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB-), and Moody’s (Baa3). Moody’s assigned an outlook of “negative,” while Standard and Poor’s and Fitch Ratings assigned an outlook of “stable.”

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Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to adopt accounting policies and make significant judgments and estimates. In many cases, there are alternative policies or estimation techniques that could be used. Con-way maintains a process to evaluate the appropriateness of its accounting policies and estimation techniques, including discussion with and review by the Audit Committee of its Board of Directors and its independent auditors. Accounting policies and estimates may require adjustment based on changing facts and circumstances and actual results could differ from estimates. Con-way believes that the accounting policies that are most judgmental and material to the financial statements are those related to the following:

· Defined Benefit Pension Plans

· Goodwill

· Income Taxes

· Property, Plant and Equipment and Other Long-Lived Assets

· Revenue Recognition

· Self-Insurance Accruals

There have been no significant changes to the critical accounting policies and estimates disclosed in Con-way’s 2011 Annual Report on Form 10-K.

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Forward-Looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to a number of risks and uncertainties, and should not be relied upon as predictions of future events. All statements other than statements of historical fact are forward-looking statements, including:

· any projections of earnings, revenues, weight, yield, volumes, income or other financial or operating items;

· any statements of the plans, strategies, expectations or objectives of Con-way’s management for future operations or other future items;

· any statements concerning proposed new products or services;

· any statements regarding Con-way’s estimated future contributions to pension plans;

· any statements as to the adequacy of reserves;

· any statements regarding the outcome of any legal and other claims and proceedings that may be brought against Con-way;

· any statements regarding future economic conditions or performance;

· any statements regarding strategic acquisitions; and

· any statements of estimates or belief and any statements or assumptions underlying the foregoing.

Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of those terms or other variations of those terms or comparable terminology or by discussions of strategy, plans or intentions. Such forward-looking statements are necessarily dependent on assumptions, data and methods that may be incorrect or imprecise and there can be no assurance that they will be realized. In that regard, certain important factors, among others and in addition to the matters discussed elsewhere in this document and other reports and documents filed by Con-way with the Securities and Exchange Commission, could cause actual results and other matters to differ materially from those discussed in such forward-looking statements. A detailed description of certain of these risk factors is included in Item 1A, “Risk Factors,” of Con-way’s 2011 Annual Report on Form 10-K. Any forward-looking statements speak only as of the date the statement is made, and Con-way does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise  required by law.

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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. For the periods presented, Con-way held no material derivative financial instruments.

Interest Rates

Con-way’s exposure to interest-rate fluctuations is more fully discussed in Item 7, “Quantitative and Qualitative Disclosures About Market Risk,” of Con-way’s 2011 Annual Report on Form 10-K.

Fuel

Con-way is subject to risks associated with the price and availability of fuel, which are subject to political, economic and market factors that are outside of Con-way’s control.

Con-way would be adversely affected by an inability to obtain fuel in the future. Although historically Con-way has been able to obtain fuel from various sources and in the desired quantities, there can be no assurance that this will continue to be the case in the future.

Con-way may also be adversely affected by the timing and degree of fluctuations in fuel prices. Currently, Con-way’s business units have fuel-surcharge revenue programs or cost-recovery mechanisms in place with a majority of customers. Con-way Freight and Con-way Truckload maintain fuel-surcharge programs designed to offset or mitigate the adverse effect of rising fuel prices. Menlo Worldwide Logistics has cost-recovery mechanisms incorporated into most of its customer contracts under which it recognizes fuel-surcharge revenue designed to eliminate the adverse effect of rising fuel prices on purchased transportation.

Con-way’s competitors in the less-than-truckload (“LTL”) and truckload markets also impose fuel surcharges. Although fuel surcharges are generally based on a published national index, there is no industry-standard fuel- surcharge formula. As a result, fuel-surcharge revenue constitutes only part of the overall rate structure. Revenue excluding fuel surcharges (sometimes referred to as base freight rates) represents the collective pricing elements that exclude fuel surcharges. Ultimately, the total amount that Con-way Freight and Con-way Truckload can charge for their services is determined by competitive pricing pressures and market factors.

Historically, Con-way Freight’s fuel-surcharge program has enabled it to more than recover increases in fuel costs and fuel-related increases in purchased transportation. As a result, Con-way Freight may be adversely affected if fuel prices fall and the resulting decrease in fuel-surcharge revenue is not offset by an equivalent increase in base freight-rate revenue. Although lower fuel surcharges may improve Con-way Freight’s ability to increase the freight rates that it would otherwise charge, there can be no assurance in this regard. Con-way Freight may also be adversely affected if fuel prices increase. Customers faced with fuel-related increases in transportation costs often seek to negotiate lower rates through reductions in the base freight rates and/or limitations on the fuel surcharges charged by Con-way Freight, which adversely affect Con-way Freight’s ability to offset higher fuel costs with higher revenue.

Con-way Truckload’s fuel-surcharge program mitigates the effect of rising fuel prices but does not always result in Con-way Truckload fully recovering increases in its cost of fuel. The extent of recovery may vary depending on the amount of customer-negotiated adjustments and the degree to which Con-way Truckload is not compensated due to empty and out-of-route miles or from engine idling during cold or warm weather.

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 these programs, as currently maintained or as modified in the future, will be sufficiently effective to offset increases in the price of fuel.

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Foreign Currency

The assets and liabilities of Con-way’s foreign subsidiaries are denominated in foreign currencies, which create exposure to changes in foreign currency exchange rates. However, the market risk related to foreign currency exchange rates is not material to Con-way’s financial condition, results of operations or cash flows. For the periods presented, Con-way used no material 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.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Certain legal proceedings of Con-way are discussed in Note 8, “Commitments and Contingencies,” of Item 1, “Financial Statements.”

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors previously disclosed in Item 1A, “Risk Factors,” of Con-way’s 2011 Annual Report on Form 10-K.

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ITEM 6. EXHIBITS

Exhibit No.
(10)	Material Contracts:
	10.1	Form of Restricted Stock Unit Grant Agreement#.
	10.2	Form of Performance Share Plan Unit Grant Agreement (portions of this exhibit have been omitted pursuant to a request for confidential treatment)#.
(31)	Certification of Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer 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
(101)	The following financial statements from Con-way’s Form 10-Q for the quarter ended March 31, 2012, filed on May 4, 2012, formatted in XBRL (eXtensible Business Reporting Language):  (i) Consolidated Balance Sheets, (ii) Statements of Consolidated Income, (iii) Statement of Consolidated Comprehensive Income, (iv) Statements of Consolidated Cash Flows, and (v) Notes to Consolidated Financial Statements.
# Designates a contract or compensation Plan for Management or Directors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Con-way Inc.
	(Registrant)
May 4, 2012	/s/ Stephen L. Bruffett
	Stephen L. Bruffett
	Executive Vice President and
	Chief Financial Officer

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EX-10

Exhibit 10.1

CON-WAY INC.

RESTRICTED STOCK UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendix A, granted on the 7th day of February, 2012 (“Grant Date”), by Con-way Inc., a Delaware corporation (hereinafter called “Company”) to Recipient.

WITNESSETH:

WHEREAS, the Company has adopted the Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time (as so amended, the “Plan”), which Plan is incorporated into this Agreement by reference;

WHEREAS, the Company encourages its executive officers to own securities of the Company and thereby to align their interests more closely with the interests of the other stockholders of the Company, desires to motivate Recipient by providing Recipient with a direct interest in the Company’s attainment of its financial goals, and desires to provide a financial incentive that will help attract and retain the most qualified executive officers; and

WHEREAS, the Company has determined that it would be to the advantage and interest of the Company and its stockholders to issue to Recipient the Restricted Stock Units (as defined below) provided for in this Agreement as an incentive for increased efforts and successful achievements;

NOW, THEREFORE, the Company hereby grants to Recipient the Restricted Stock Units provided for in this Agreement upon the following terms and conditions:

1. Defined Terms.  Except as otherwise indicated herein, all capitalized terms used in this Agreement without definition shall have the meanings given to such terms in the Plan.

2. Restricted Stock Units.  As of the Grant Date, the Company hereby grants that number of restricted stock units to Recipient as set forth in the “Summary of Grant/Award” on the online award acceptance page of the Company’s designated broker with respect to the Company’s shares of Common Stock (hereinafter called the “Stock”), pursuant to Section 10 of the Plan (hereinafter called the “Restricted Stock Units”), subject to the requirement that Recipient remains an Active Employee of the Company, a Subsidiary, or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date for such Restricted Stock Units as set forth in Section 3.  As used herein, “Active Employee” of the Company, a Subsidiary or an Affiliate means an employee who (i) is actively employed by the Company, a Subsidiary or an Affiliate or (ii) is on an authorized medical, disability or other leave from the Company, a Subsidiary or an Affiliate. The number of Restricted Stock Units granted hereunder will be adjusted from time to time for changes in capitalization, as provided in the Plan.

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3. Vesting; Settlement.

(a) Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary of the Grant Date, provided that Recipient has been an Active Employee of the Company, a Subsidiary, or an Affiliate at all times during the period from the Grant Date until such date.  Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items (as defined in Section 5 below) that may arise before the vesting date.

(b) All Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Recipient has been an Active Employee of the Company, a Subsidiary or an Affiliate at all times during the period from the Grant Date until the date of such occurrence:

(1) Recipient’s death;

(2) Termination of Recipient’s employment with the Company, a Subsidiary or an Affiliate as a result of a Disability; or

As used herein, “Disability” means a substantial mental or physical disability, as determined by the Committee in its sole discretion.

(c) A pro rata portion of all Restricted Stock Units which have not vested shall vest upon Recipient’s Normal Retirement.  Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Recipient’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Recipient’s Normal Retirement.

(d) (1) Upon a Change in Control (other than a Change in Control that constitutes a “Disposition of a Business Unit” (as defined in the CIC Severance Agreement (as defined below)), the Restricted Stock Unit shall be converted, assumed or replaced with an equivalent restricted stock unit or right (“Assumed”) by the surviving corporation, the successor corporation or its parent corporation, as applicable (the “Successor Corporation”).  If there is a Change in Control (other than a Disposition of a Business Unit) and the Restricted Stock Unit is not Assumed, then immediately prior to the Change in Control such Restricted Stock Units shall become fully

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vested.   For purposes of this Paragraph 3(d)(1), the Restricted Stock Units shall be considered Assumed if, following the Change in Control, the restricted stock unit or other right confers the right to receive, for each Restricted Stock Unit subject to the award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in connection with the Change in Control by holders of Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration selected by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration received in connection with the Change in Control is not solely common stock of the Successor Corporation, the Committee may, with the consent of the Successor Corporation, provide for the consideration to be received, for each share of Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Stock in connection with the Change in Control.

(2) If, on the Grant Date, Recipient is a party to a Severance Agreement (Change in Control) with the Company or a Subsidiary or Affiliate (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Severance Agreement (Change in Control) is in effect on the date of a Change in Control or the date Recipient’s employment terminates, the “CIC Severance Agreement”), then, if the Restricted Stock Units are Assumed and Recipient’s employment terminates and such termination of employment constitutes or would constitute a “Severance” (as defined in the CIC Severance Agreement), the Restricted Stock Units shall become fully vested on the date of Recipient’s termination.

(3) Notwithstanding subsection (2) of this Section 3(d), if the Change in Control constitutes a “Disposition of a Business Unit” (as defined in the CIC Severance Agreement) and, as of immediately prior to the Change in Control, Recipient is an Active Employee of the Business Unit that is the subject of the Change in Control, then:

(i) If, immediately following the Change in Control, Recipient continues to be employed by the Business Unit (or is employed by the successor company that acquires the Business Unit) and, as a result of the Change in Control, ceases to be an Active Employee, then theRestricted Stock Units shall become fully vested on the date of the Change in Control;

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(ii) If, in connection with the Change in Control, Recipient ceases to be an Active Employee and is not retained by the Business Unit (or employed by the successor company that acquires the Business Unit), then the Restricted Stock Units shall become fully vested on the date of the Change in Control;

(iii) If, in connection with the Change in Control, Recipient ceases to be an employee of the Business Unit but continues to be employed as an Active Employee (regardless of whether employed in the same capacity as was employed prior to the Change in Control), then the provisions of subsection (2) of this Section 3(d) shall apply to the Restricted Stock Units (it being understood that a Change in Control will be deemed to have occurred for purposes of subsection (2)).

(4) Any other provision of this Agreement to the contrary notwithstanding, in the event it is determined by the Company that any vesting of the Restricted Stock Units contemplated by this Section 3(d) would be subject to the Excise Tax (as defined in the CIC Severance Agreement) or would result in the loss of a deduction to the Company or any Affiliate under Section 280G of the Code, the vesting of the Restricted Stock Units may be adjusted as provided in Section 4 of the CIC Severance Agreement.

(e) (1) If, on the Grant Date, Recipient is (i) a party to a Severance Agreement (Non-Change in Control) with the Company or a Subsidiary or Affiliate (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Severance Agreement (Non-Change in Control) is in effect on the date Recipient’s employment is terminated, the “Non-CIC Severance Agreement”) or (ii) eligible to receive severance benefits under the Non-Change in Control Severance Policy (on the terms, conditions and other provisions, including definitions, as are in effect on the Grant Date and without regard to whether the Non-Change in Control Severance Policy is in effect on the date Recipient’s employment is terminated, the “Non-CIC Severance Policy”), then if Recipient’s employment terminates while Recipient is an Active Employee and such termination of employment constitutes or would constitute, as applicable, (A) a “Severance” (as defined in the Non-CIC Severance Agreement) or (B) an “Involuntary Termination” (as defined in the Non-CIC Severance Policy), then the Restricted Stock Units shall become vested, on the date of Recipient’s termination of employment but only to the extent provided in the

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Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable.

(2) Recipient hereby acknowledges and understands that under no event or circumstance shall Recipient be entitled to vesting acceleration under this Section 3(e) to the extent such vesting acceleration exceeds any vesting acceleration that has occurred or will occur under the Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable.

(f) Recipient shall not be eligible for the vesting acceleration or other benefits provided under subsection (d) or (e) unless Recipient (or, in the event of the death of Recipient, the executor, personal representative or administrator of Recipient’s estate) first executes a written release in the form then maintained by the Company and delivers such release to the Company within the period required under the release, but in any event with 45 days following Recipient’s employment termination.

(g) All Restricted Stock Units (if any) which have not vested shall be automatically, immediately and irrevocably forfeited if Recipient ceases to be an Active Employee of the Company, a Subsidiary or an Affiliate for any reason other than as a result of an occurrence described in subsections (b), (c), (d) or (e) above. Upon forfeiture of any Restricted Stock Units, all right, title and interest of Recipient in such Restricted Stock Units, and in any distributions contemplated by Section 4 (other than cash dividends received by Recipient pursuant to Section 4 prior to such forfeiture), shall thereupon cease; and all right, title and interest in and to such Restricted Stock Units and distributions shall vest in the Company, with no compensation or consideration to Recipient.

(h) Each vested Restricted Stock Unit will be settled by the delivery of one share of Stock to Recipient, as soon as practicable, subject to satisfaction of Tax-Related Items withholding obligations (as defined in Section 5) and compliance with securities laws and other applicable laws; provided, however, that to the extent that settlement of the Restricted Stock Units constitutes an item of deferred compensation under Code Section 409A (in the case of U.S. taxpayers), the Restricted Stock Units shall be settled on the earliest of (i) the vesting date provided in Section 3(a), (ii) within 30 days of the vesting date provided in Section 3(b) or 3(c), (iii) if Section 3(d)(1) applies, within 30 days following a Change in Control that is a “change in control event” within the meaning of Code Section 409A, or (iv) on the 52nd day following a “separation from service” within the meaning of Code Section 409A under Section 3(d)(2), 3(d)(3), 3(d)(4) or 3(e).  Notwithstanding the foregoing, if Recipient is a U.S. taxpayer and a “specified employee” (as that term is defined in the Company’s 2005 Deferred Compensation Plan for Executives and Key Employees, or a successor plan) and if the Restricted Stock Units constitute an item of deferred compensation under Code Section 409A, the Restricted Stock

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Units shall be settled on the earlier of (i) the first day of the seventh month following Participant’s “separation from service” or (ii) 30 days following the date of Participant’s death.

(i) For avoidance of doubt, only shares of Stock shall be issuable upon the settlement of Restricted Stock Units, not cash.  The Company shall not be required to issue fractional shares of Stock upon settlement of the Restricted Stock Units.

4. Dividend Equivalents.

(a) Recipient shall not be entitled to receive Dividend Equivalents with respect to the Restricted Stock Units and Additional Securities held by Recipient in the event that the Board declares a cash dividend on the Company’s Stock.

(b) If the Board declares a dividend on the Company’s Stock (other than a cash dividend) including, but not by way of limitation, warrants and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization, Recipient will be entitled to Dividend Equivalents equal to the value (as determined by the Committee in its sole discretion) of dividends payable on the same number of shares of Stock as the number of Restricted Stock Units and Additional Securities (as defined below) then held by Recipient.  Any such Dividend Equivalents will be in the form of additional whole Restricted Stock Units, which Restricted Stock Units shall be subject to the same terms and vesting and payment conditions as the underlying Restricted Stock Units or Additional Securities with respect to which they were issued (such additional Restricted Stock Units being referred to as “Additional Securities”).  The number of additional Restricted Stock Units Recipient will receive shall be determined by dividing the value (as determined by the Committee in its sole discretion) of dividends payable per share of Stock on a given date by the Fair Market Value per share of Stock on such date (rounded down to the nearest whole share).

5. Taxes.

(a) Regardless of any action the Company or the Subsidiary or Affiliate that employs Recipient (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Recipient acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Recipient’s responsibility and may exceed the amount actually withheld by the Company or the Employer.  Recipient further acknowledge that that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the

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grant or vesting of the Restricted Stock Units, the settlement of the Restricted Stock Units in shares of Stock upon vesting, the subsequent sale of any shares of Stock acquired at vesting and the receipt of any dividends or Dividend Equivalents; and (2) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Recipient’s liability for Tax-Related Items.  Further, if Recipient is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Recipient acknowledges that the Company and/or employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior to any taxable or tax withholding event, as applicable, Recipient shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, Recipient authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Stock to be issued upon settlement of the Restricted Stock Units.  In the event that such withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Recipient’s acceptance of the Restricted Stock Units, Recipient authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Recipient’s behalf a whole number of shares from those shares of Stock issuable to Recipient as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates,including maximum applicable rates, in which case Recipient will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent.  If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Recipient is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.  Anything in this Section 5 to the contrary notwithstanding, the right of the Company or the Employer to withhold any Tax-Related Items for any portion of the Restricted Stock Units that is considered deferred compensation subject to Section 409A of the Code shall be limited to the minimum amount permitted to avoid a prohibited acceleration under Section 409A of the Code.

(c) Finally, Recipient agrees to pay the Company or the Employer, including through withholding from Recipient’s wages or other cash compensation paid to Recipient by the Company and/or the Employer, any amount of

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Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Recipient’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if Recipient fails to comply with Recipient's obligations in connection with the Tax Related Items.

6. Committee Decisions Conclusive.  All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final and binding on all parties (except as otherwise resolved or settled pursuant to the claims procedures set forth in Section 15 of the Plan).

7. Nature of Grant.  In accepting the grant of Restricted Stock Units, Recipient acknowledges, understands, and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

(c) all decisions with respect to future grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;

(d) Recipient is voluntarily participating in the Plan;

(e) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not intended to replace any pension rights;

(f) the award of Restricted Stock Units and Recipient’s participation in the Plan will not be interpreted to form an employment contract with the Company or any of its Subsidiaries or Affiliates;

(g) the future value of the shares of Stock underlying the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty;

(h) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Recipient’s participation in the Plan, or Recipient’s acquisition or sale of the underlying shares of Stock;

(i) Recipient is hereby advised to consult with Recipient’s personal tax, legal and financial advisors regarding Recipient’s participation in the Plan before taking any action related to the Plan;

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(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of Recipient’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Restricted Stock Units to which Recipient is otherwise not entitled, Recipient irrevocably agrees never to institute any claim against the Company or the Employer, waive his or her ability, if any, to bring any such claim, and release the Companyand the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Recipient shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;

(k) For Recipients who reside outside the U.S., the following additional provisions shall apply:

(i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate of the Company;

(ii) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Companyor the Employer, and which is outside the scope of Recipient's employment contract, if any;  and

(ii) in the event of termination of Recipient’s employment (whether or not in breach of local labor laws), Recipient’s right to receive the Restricted Stock Units and vest in the Restricted Stock Units under the Plan and this Agreement, if any, will terminate effective as of the date that Recipient is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when Recipient is no longer actively employed for purposes of the Restricted Stock Units and this Agreement.

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8. Data Privacy.  Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Recipient’s personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Recipient’s participation in the Plan.

Recipient understands that the Company and the Employer may hold certain personal information about Recipient, including, but not limited to, Recipient’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Recipient’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

Recipient understands that Data will be transferred to Equity Administration Solutions, Inc. (“EASI”) and/or Morgan Stanley Smith Barney (“MSSB”) or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  Recipient understands that those who receive the Data may be located in the United States or elsewhere, where the data privacy laws and protections may be different.  Recipient understands that he or she may request a list with the names and addresses of any potential third party transferees of the Data by contacting his or her local human resources representative.  Recipient authorizes the Company, EASI, MSSB and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan.  Recipient understands that Data will be held only as long as is necessary to implement, administer and manage Recipient’s participation in the Plan.  Recipient understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.  Recipient understands, however, that refusing or withdrawing his or her consent may affect Recipient’s ability to participate in the Plan.  For more information on the consequences of Recipient’s refusal to consent or withdrawal of consent, Recipient understands that he or she may contact his or her local human resources representative.

9. No Right to Continued Employment, etc.  None of this Agreement, the grant of Restricted Stock Units hereunder, the vesting of Restricted Stock Units, Recipient’s receipt of Stock upon the settlement of vested Restricted Stock Units

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or any other agreement entered into pursuant hereto (i) shall confer upon Recipient the right to continue in the employ of the Company, any Subsidiary or any Affiliate or to be entitled to any remuneration or benefits not set forth herein or in any such other agreement or (ii) interfere with or limit in any way the right of the Company or any such Subsidiary or Affiliate to terminate Recipient’s employment.

10. No Rights as Stockholder Prior to Issuance of Stock; Securities Law Compliance.Recipient shall not have any rights as a stockholder of the Company (including any voting rights) by virtue of the grant of Restricted Stock Units hereunder or the vesting of Restricted Stock Units, prior to the time that shares of Stock are issued to Recipient in accordance with the terms of this Agreement and the Plan. No shares of Stock shall be issued upon the vesting of Restricted Stock Units unless such shares are either (a) then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act.  The award of Restricted Stock Units, the vesting of Restricted Stock Units or the settlement of vested Restricted Stock Units under this Agreement must also comply with other applicable laws and regulations, and shares of Stock will not be issued if the Company determines that such issuance would not be in material compliance with such laws and regulations.

11. Notice.  Any notice or other paper required to be given or sent pursuant to the terms of this Agreement or the Plan shall be sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows:

Company:                      Con-way Inc.

2211 Old Earhart Road, Suite 100

Ann Arbor, Michigan 48105

Attn.: General Counsel

Recipient: At Recipient’s address as it appears under Recipient’s signature to this Agreement, or the last address provided by Recipient to the Company.

12. Transferability.  None of the Restricted Stock Units, the vested Restricted Stock Units, or any beneficial interest in any of the foregoing, may be transferred in any manner other than by will or by the laws of descent and distribution.  Notwithstanding the foregoing, Recipient may designate a beneficiary for the shares of Stock that may be issuable upon the settlement of vested Restricted Stock Units, in the event of Recipient's death, by completing the Company's approved beneficiary designation form and filing such form with the Company's Corporate Human Resources Department.  The terms of this Agreement shall be binding upon Recipient's executors, administrators, heirs, successors, and transferees.

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13.  Amendment; Modification.  This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of Recipient under this Agreement.  No party to this Agreement may unilaterally waive any provision hereof, except in writing.  Any such modification, amendment or waiver signed by, or binding upon, Recipient, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement.

14. Severability.  If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.

15. Successors.  Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

16. Governing Law.  The interpretation and enforcement of this Agreement shall be governed by the internal laws of the State of Delaware without regard to principles of conflicts of laws.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement (including Appendix A, if applicable), the parties hereby submit to and consent to the exclusive jurisdiction of the State of Michigan and agree that such litigation shall be conducted only in the courts located in Washtenaw County, Michigan, or the federal courts for the United States for the Eastern District of Michigan, and no other courts, where this grant is made and/or to be performed.

17. Governing Plan Document.  This award is subject to all the provisions of the Plan, which hereby are incorporated herein, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

18. Language.  If Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control.

19. Appendix. Notwithstanding any provisions in this Agreement or the Plan, the grant of Restricted Stock Units shall be subject to any special terms and conditions set forth in the Appendix A, if applicable, to this Agreement for Recipient’s country of residence, if any.  Moreover, if Recipient relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Recipient, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  The Appendix constitutes part of this Agreement.

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20. Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  Recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

21. Counterparts.  This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.

22. Code Section 409A.

(i) For U.S. taxpayers, notwithstanding anything to the contrary in this Agreement, no settlement of Restricted Stock Units or other payment under this Agreement that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of Recipient’s termination of employment shall be made to Recipient unless Recipient’s termination of employment constitutes a “Separation from Service” (within the meaning of Code Section 409A); and

(ii) The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or delivery of shares of Stock provided under this Agreement are made in a manner that complies with Section 409A of the Code and the Treasury Regulations and other IRS guidance issued thereunder.  It is the Company’s intention that this Agreement and the award of Restricted Stock Units, the vesting of Restricted Stock Units and the settlement of vested Restricted Stock Units hereunder shall comply with Section 409A of the Code; this Agreement shall be interpreted in a manner consistent with such intention.  The Company makes no representation or covenant to ensure that the vesting and delivery of the shares of Stock provided under this Agreement are exempt or compliant with Section 409A of the Code and will have no liability to Recipient or any other party if the vesting or delivery of shares of Stock under this Agreement that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Company with respect thereto.

* * * *

13

Recipient acknowledges that as of the Grant Date, this Agreement (including the country-specific Appendix A, if applicable) and the Plan set forth the entire understanding between Recipient and the Company regarding the acquisition of stock in the Company under the Plan and supersede all prior oral and written agreements on this subject.

By Recipient’s electronic acceptance and the signature of the Company’s representative below, Recipient and the Company agree that the award of Restricted Stock Units is granted under and governed by the terms and conditions of this Agreement (including the country-specific Appendix A, if applicable) and the Plan. Recipient has reviewed and fully understands all provisions of this Agreement (including the country-specific Appendix A) and the Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

Con-way

\s\ Stephen K. Krull

EVP General Counsel & Secretary

14

APPENDIX A

CON-WAY INC. 2006 EQUITY AND INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Appendix A includes additional terms and conditions that govern the Restricted Stock Units granted to Recipient under Con-way Inc. 2006 Equity and Incentive Plan, as amended from time to time (as so amended, the “Plan”) if Recipient resides in one of the countries listed below.  Capitalized terms used but not defined in this Appendix A are defined in the Plan and/or the Restricted Stock Unit Grant Agreement (the “Agreement”), and have the meanings set forth therein.

Notifications

This Appendix A also includes information regarding exchange controls and certain other issues of which Recipient should be aware with respect to Recipient's participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2012.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that Recipient not rely on the information noted in this Appendix A as the only source of information relating to the consequences of Recipient’s participation in the Plan because the information may be out of date at the time that Recipient vests in the Restricted Stock Units or sells shares of Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Recipient’s particular situation, and the Company is not in a position to assure Recipient of a particular result.  Accordingly, Recipient is advised to seek appropriate professional advice as to how the relevant laws in Recipient’s country may apply to Recipient's situation.

Finally, Recipient understands that if he or she is a citizen or resident of a country other than the one in which Recipient is currently working, transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Recipient, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

CHINA

Terms and Conditions

Legal Restrictions.  To facilitate compliance with applicable laws and regulations in China, Recipient agrees to immediately sell all shares of Stock issued to Recipient at vesting and settlement of the Restricted Stock Units, or as soon as possible thereafter (in the event of a blackout period). Recipient further agrees that the Company is authorized to instruct its designated broker, to assist with the mandatory sale of such shares of Stock (on Recipient’s behalf pursuant to this authorization) and Recipient expressly authorizes the Company’s designated broker to complete the sale of such shares of Stock.  Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Stock at any particular price.  Upon the sale of the shares of Stock, the Company agrees to pay Recipient the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items.  These restrictions will not apply to non-PRC citizens.

15

Exchange Control Requirements.  Recipient understands and agrees that, pursuant to local exchange control requirements, Recipient will be required to immediately repatriate the cash proceeds from sale of shares of Stock underlying the Restricted Stock Units to China.  Recipient further understands that, under local law, such repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company, a Subsidiary, an Affiliate, or the Employer, and Recipient hereby consents and agrees that any proceeds from the sale of shares of Stock may be transferred to such special account prior to being delivered to Recipient.  The Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China.  Recipient agrees to bear any currency fluctuation risk between the time the shares of Stock are sold and the time the sale proceeds are distributed through any such special exchange account. Recipient further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.  These requirements will not apply to non-PRC citizens.

HONG KONG

Terms and Conditions

Securities Law Information.  To facilitate compliance with securities laws in Hong Kong, Recipient agrees not to sell the shares of Stock issued upon vesting of the Restricted Stock Units within six months of the Grant Date.

WARNING:  The Restricted Stock Units and the shares of Stock to be issued upon vesting do not constitute a public offer of securities under Hong Kong law and are available only to Employees.  Please be aware that the contents of the Agreement, including this Appendix A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  Nor have the documents been reviewed by any regulatory authority in Hong Kong.  The Restricted Stock Units are intended only for the personal use of each Employee and may not be distributed to any other person. Recipient is cautioned to review the offer carefully as it may not include the same information as an offer made by a Hong Kong issuer. If Recipient is in any doubt about any of the contents of the Agreement, including this Appendix A, or the Plan, Recipient should obtain independent professional advice.

16

Notifications

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

MEXICO

Terms and Conditions

Labor Law Acknowledgment.By accepting the Restricted Stock Unit grant, Recipient acknowledges that he or she understands and agrees that: (a) the Restricted Stock Units are not related to the salary and other contractual benefits provided to Recipient by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Recipient’s employment.

Policy Statement.The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to Recipient.

The Company, with registered offices at 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of shares of Stock does not, in any way, establish an employment relationship between Recipient and the Company since Recipient is participating in the Plan on a wholly commercial basis and the sole employer is Con-way Truckload de Mexico, S.A. de C.V or Menlo Worldwide Mexico, S. de R.L. de C.V., as applicable, nor does it establish any rights between Recipient and the Employer.

Plan Document Acknowledgment.By accepting the Restricted Stock Unit grant, Recipient acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

Recipient further acknowledges that having read and specifically and expressly approved the terms and conditions in the Section 7 of the Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Affiliates are not responsible for any decrease in the value of the shares of Stock underlying the Restricted Stock Units.

17

Finally, Recipient does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and Recipient therefore grants a full and broad release to the Employer and the Company (including its Affiliates) with respect to any claim that may arise under the Plan.

Spanish Translation

Reconocimiento de la Ley Laboral.Al aceptar las Restricted Stock Units, el Beneficiario reconoce y acepta que: (a) las Unidades no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones del empleo del Beneficiario.

Declaración de la Política.La invitación que hace la Compañía bajo el Plan es unilateral y discrecional, por lo que la Compañía se reserva el derecho absoluto de modificar e interrumpir el mismo en cualquier tiempo, sin ninguna responsabilidad para el Beneficiario.

La Compañía, con oficinas ubicadas en 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, es la única responsable de la administración y participación en el Plan, así como de la adquisición de acciones, por lo que de ninguna manera podrá establecerse una relación de trabajo entre el Beneficiario y la Compañía, ya que el Beneficiario participa únicamente en de forma comercial y su único patrón lo es Con-way Truckload de Mexico, S.A. de C.V o Menlo Worldwide Mexico, S. de R.L. de C.V., la participación en el Plan tampoco genera ningún derecho entre el Beneficiario y el Patrón.

Reconocimiento del Plan de Documentos.Al aceptar las Restricted Stock Units, el Beneficiario reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio, y  que ha entendido y aceptado completamente las disposiciones contenidas en el Plan y en el Convenio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 7 del Convenio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b) que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Restricted Stock Units.

Finalmente, el Beneficiario acepta no reservarse ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga a su patrón el más amplio y completo  finiquito que en derecho proceda, así como a la Compañía, a sus Afiliadas, respecto a cualquier demanda que pudiera originarse derivada del Plan.

18

NETHERLANDS

Notifications

Securities Law Information.  Recipient residing in the Netherlands should be aware of the Dutch insider-trading rules, which may impact the sale of shares of Stock acquired upon vesting of the Restricted Stock Units.  In particular, Recipient may be prohibited from effectuating certain transactions if Recipient possesses inside information about the Company.

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “inside information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands.  “Inside information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price.  The insider could be any Employee of the Company or an Affiliate in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain Employees working at the Company or an Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when in possession of the inside information.

If Recipient is uncertain whether the insider-trading rules apply to his or her situation, Recipient should consult his or her personal legal advisor.

SINGAPORE

Notifications

Securities Law Information.  The Restricted Stock Units are being granted to Recipient pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).  The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Recipient should note that such Restricted Stock Unit grant is subject to section 257 of the SFA and Recipient will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the shares of Stock underlying the Restricted Stock Units unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

19

Director Notification Requirement.  If Recipient is a director, associate director or shadow director of the Company or a Singapore Affiliate of the Company, Recipient is subject to certain notification requirements under the Singapore Companies Act.  Among these requirements is an obligation to notify the Singaporean Affiliate in writing when Recipient receives an interest (e.g., Restricted Stock Units, shares of Stock, etc.) in the Company or any related companies within two days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Stock are sold), or (iii) becoming a director.

UNITED KINGDOM

Terms and Conditions

Taxes.  The following supplements Section 5 of the Agreement:

If payment or withholding of the income taxes is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income taxes shall constitute a loan owed by Recipient to the Employer, effective as of the Due Date.  Recipient agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 5 of the Agreement.

Notwithstanding the foregoing, if Recipient is a Director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), Recipient shall not be eligible for a loan from the Company to cover the income taxes due.  In the event that Recipient is a Director or executive officer and income taxes are not collected from or paid by Recipient by the Due Date, the amount of any uncollected income taxes will constitute a benefit to Recipient on which additional income tax and National Insurance contributions (“NICs”) will be payable.  Recipient understands that he or she will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

20

EX-10

Exhibit 10.2

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

CON-WAY INC.

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendices A, B and C, granted on the 7th day of February, 2012 ("Grant Date"), by Con-way Inc., a Delaware corporation (hereinafter called "Company") to Participant.

WITNESSETH:

WHEREAS, the Company has adopted the Con-way Inc. 2006 Equity and Incentive Plan,as amended from time to time (as so amended, the "Plan"), which Plan is incorporated into this Agreement by reference;

WHEREAS, the Company encourages executive officers of the Company and its Subsidiaries and Affiliates to own securities of the Company and thereby align their interests more closely with the interests of the other stockholders of the Company, desires to motivate Participant by providing Participant with a direct interest in the Company’s attainment of its financial goals, and desires to provide a financial incentive that will help attract and retain the most qualified executive officers; and

WHEREAS, the Company has determined that it would be to the advantage and interest of the Company and its stockholders to issue to Participant the Performance Share Plan Units provided for in this Agreement as an incentive for increased efforts and successful achievements;

NOW, THEREFORE, the Company hereby grants to Participant these Performance Share Plan Units upon the following terms and conditions:

1. Defined Terms.  Except as otherwise indicated herein, all capitalized terms used in this Agreement without definition shall have the meanings given to such terms in the Plan.

2. Performance Share Plan Units.  As of the Grant Date, the Company hereby grants Participant that number of units as set forth in the “Summary of Grant/Award” on the online award acceptance page of the Company’s designated broker  pursuant to Section 10 of the Plan (hereinafter called the "Performance Share Plan Units" or “PSPUs”), subject to the achievement of the performance goals described in Section 3 and Participant’s active employment with the Company, a Subsidiary, or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date for such Performance Share Plan Units as set forth in Section 4.  The number of Performance Share Plan Units granted hereunder shall be adjusted from time to time for changes in capitalization, as provided in the Plan.

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

3. Performance Goals.

(a) The issuance of Performance Share Plan Units pursuant to this Agreement shall be subject to the achievement of the performance goals described in this Section 3, which are measured as of the end of the three-year period commencing January 1, 2012 and ending December 31, 2014 (the "Performance Period").  Participant is not required to make a cash payment for the Performance Share Plan Units, although Participant is required to pay all Tax-Related Items as defined in Section 7.

(b) The number of Performance Share Plan Units available to Participant for vesting pursuant to Section 4 at the end of the Performance Period (the “PSPUs Available for Vesting”) shall be equal to the total number of Performance Share Plan Units granted to Participant under this Agreement, multiplied by the percentage corresponding to the Company’s actual level of achievement of fixed three-year average EBITDA Growth goals as modified by the applicable ROIC modifier, each as shown on Appendix A attached hereto, and except as set forth in Section 6 hereof, as determined by the Company in its sole discretion.  Notwithstanding the foregoing, if the application of the ROIC modifier (as shown in Appendix A) would result in the number of PSPUs Available for Vesting exceeding 200% of the total number of Performance Share Plan Units granted to Participant under this Agreement, then such number of PSPUs Available for Vesting shall be capped at 200% of the total number of Performance Share Plan Units granted to Participant under this Agreement.  The definitions of “EBITDA Growth” and “ROIC” (together with other relevant definitions) are set forth on Appendix B attached hereto.

(c) Notwithstanding the foregoing provisions of this Section 3, in the event Participant separates from service by termination of employment by the Company or the Employer (as defined in Section 7) or their successors upon or within two years following a Change in Control of the Company and such termination would constitute a “Severance” (as defined in the Severance Agreement (Change in Control) by and between Participant and the Company, the Employer, or a Subsidiary or Affiliate (as applicable)) and such Severance occurs during the Performance Period, the Performance Share Plan Units shall vest in full and be characterized as PSPUs Available for Vesting and shall be treated as Vested Performance Share Plan Units as provided in Section 4(c) below.  Such number of Performance Share Plan Units shall be equal to the number of PSPUs that would have been characterized as PSPUs Available for Vesting if the Company had achieved the target levels (i.e., 100%) of the performance goals set forth in Appendix A.  Such Performance Share Plan Units shall be deemed to be PSPUs Available for Vesting for all purposes of this Agreement.

2

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

(d) The issuance of Performance Share Plan Units shall also be subject to any applicable country-specific provisions set forth on Appendix C attached hereto.

4. Vesting; Settlement.

The PSPUs Available for Vesting will vest (becoming “Vested Performance Share Plan Units”) on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Company, a Subsidiary, or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date.

(a) The PSPUs Available for Vesting will become 100% vested on the third anniversary of the Grant Date.

(b) Notwithstanding the foregoing provisions of Section 4(a), in the event Participant separates from service by termination of employment by the Company or the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of the Performance Period but before all PSPUs Available for Vesting become vested, all PSPUs Available for Vesting shall immediately and fully vest and become Vested Performance Share Plan Units; provided, however, that if such Change in Control occurs after the end of the Performance Period but prior to the date the Company determines whether or not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest immediately following the Company’s determination.  For purposes of this Agreement, the date of such Change in Control shall be deemed to be the Vesting Date.

 (c) Notwithstanding the foregoing provisions of Section 4(a), in the case of Participant's death, termination of Participant's employment with the Company or the Employer, as applicable, as a result of a Disability or upon Participant’s Normal Retirement, a pro rata portion of the PSPUs Available for Vesting shall vest.  Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant's death, Disability or Normal Retirement, and the denominator of which is 36.  Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share Plan Units for all purposes of this Agreement.  For purposes of the settlement provisions of Section 4(d), the last day of the Performance Period shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 4(c).

3

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

For purposes of this Agreement,

“Disability” means a substantial mental or physical disability, as determined by the Committee in its sole discretion.

“Normal Retirement” means retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85).

(d) Each Vested Performance Share Plan Unit will be settled by the delivery of one share of Stock to Participant no later than March 15th after the applicable Vesting Date with respect to each such Vested Performance Share Plan Unit, subject to satisfaction of all Tax-Related Items (as defined in Section 7 below) and compliance with applicable securities and exchange control laws.

(e) The Company reserves the right to settle Vested Performance Share Plan Units in cash except as to certain jurisdictions set out in Appendix C where Participant’s Performance Share Plan Units shall be settled solely in shares of Stock, not cash.

5. Forfeiture.

(a) All Performance Share Plan Units granted hereunder shall be automatically, immediately and irrevocably forfeited (i) if Participant ceases to be an active full-time employee of the Company, a Subsidiary or an Affiliate for any reason prior to the end of the Performance Period, except as otherwise provided in Section 3(c) above, or (ii) to the extent the Performance Share Plan Units are not characterized as PSPUs Available for Vesting pursuant to Section 3.  In addition, except as otherwise provided in Section 4, all Performance Share Plan Units that have been characterized as PSPUs Available for Vesting pursuant to Section 3 shall be automatically, immediately and irrevocably forfeited if Participant ceases to be an active full-time employee of the Company, a Subsidiary or an Affiliate for any reason.

(b) Subject to Section 5(d) below, in the event that the Committee determines in good faith within one year following a determination of the PSPUs Available for Vesting pursuant to Section 3 above that the determination as to the achievement of the performance goals was based on incorrect data, which incorrect data would require the restatement of the Company’s financial statements for reasons other than changes in law, accounting principles or fraudulent activities, and that in fact the performance goals had not been achieved or had been achieved to a lesser extent than originally determined and a portion of any Performance Share Plan Units would not have been characterized as PSPUs Available for Vesting given the correct data (with such portion being referred to herein as the “Unearned PSPUs”), then (i) the Unearned PSPUs shall be forfeited and cancelled as provided by the Committee, (ii) any Unearned PSPUs that vested pursuant to Section 4 above and became Vested Performance

4

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Share Plan Units shall be forfeited and cancelled as provided by the Committee, and (iii) any Stock (or cash, if applicable) received upon the settlement of such Vested Performance Share Plan Units (or if such Stock was disposed of, the cash equivalent) shall be paid by Participant to the Company upon notice to Participant as provided by the Committee.

(c) Notwithstanding the provisions of Section 5(b) but subject to the provisions of Section 5(d) below, in the event that the Committee determines in good faith at any time following a determination of the PSPUs Available for Vesting pursuant to Section 3 above that the determination as to the achievement of the performance goals was based on incorrect data, which incorrect data would require the restatement of the Company’s financial statements as a result of fraudulent activities of Participant, and that in fact the performance goals had not been achieved or had been achieved to a lesser extent than originally determined and a portion of any Performance Share Plan Units would not have been characterized as PSPUs Available for Vesting given the correct data (with such portion also being referred to herein as the “Unearned PSPUs”), then (i) any Unearned PSPUs shall be forfeited and cancelled as provided by the Committee, (ii) any Unearned PSPUs that vested pursuant to Section 4 above and became Vested Performance Share Plan Units shall be forfeited and cancelled as provided by the Committee, and (iii) any Stock (or cash, if applicable) received upon the settlement of such Vested Performance Share Plan Units (or if such Stock was disposed of, the cash equivalent) shall be paid by Participant to the Company upon notice to Participant as provided by the Committee.

(d) Section 5(b) shall apply to Participant only if Participant was an officer as defined in Rule16a-1(f) promulgated under the Securities Exchange Act of 1934 (“Section 16 Officer”) at the time that the incorrect data was used which required the restatement of the Company’s financial statements, and Section 5(c) shall apply to Participant only if Participant was a Section 16 Officer at the time that the incorrect data was used which required the restatement of the Company’s financial statements as a result of fraudulent activities.

(e) In addition to Sections 5(b) and 5(c) above, the PSPUs (including PSPUs Available for Vesting and Vested Performance Share Plan Units) granted hereunder will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

5

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

6. Qualified Performance-Based Compensation

(a) This Section 6 shall apply to all PSPUs that are intended to be “qualified performance-based compensation" as defined under Code Section 162(m).

(b) The performance goals with respect to the PSPUs must be pre-established in writing not later than 90 days after the commencement of the period of service to which the performance goals relate, provided that the outcome is substantially uncertain at the time the criteria are established.

(c) The achievement of the performance goals (as described in Section 3) will be certified by the Committee within two and one-half months after the end of the Performance Period. The determination of the Committee regarding the extent to which the performance goals have been achieved shall be based on the audited financial statements of the Company and shall be final, conclusive and binding on Participant.  No PSPUs subject to this Section 6 shall be settled unless and until Committee certification is first obtained.

(d) The Committee shall have the authority to make equitable adjustments to the performance goals (as described in Section 3) in recognition of unusual or non-recurring events affecting the Company or any Subsidiary, Affiliate or Business Unit or the financial statements of the Company or any Subsidiary, Affiliate or Business Unit, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the acquisition or disposal of a segment of a business or related to a change in accounting principles; provided, however, that no such adjustment shall be made to the extent that it would increase an amount payable to Participant.

(e) The Committee shall have the authority to exercise “negative discretion” (as such term is used in Treasury Regulation section 1.162-27(e)(2)(iii) or any successor provision) in its sole discretion to reduce the level of achievement of the performance goals.

7. Taxes

(a) Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer.  Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Share Plan Units, including, but not limited to, the grant, vesting or settlement of the Performance Share Plan Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of

6

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

any dividends and/or any dividend equivalents and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Share Plan Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, Participant authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in shares of Stock to be issued upon settlement of the Performance Share Plan Units.  In the event that such withholding in shares of Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Participant’s acceptance of the Performance Share Plan Units, Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Participant’s behalf a whole number of shares from those shares of Stock issuable to Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.

(c) The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent.  If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Performance Share Plan Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items.

7

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

(d) Participant agrees to pay to the Company or the Employer, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described or if the Company elects to settle the PSPUs in cash as provided in Section 4(e).

(e) The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of Stock, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

8. Committee Decisions Conclusive.  All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final and binding on all parties.

9. Nature of Grant.  In accepting the grant, Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the Performance Share Plan Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Plan Units, or benefits in lieu of Performance Share Plan Units, even if Performance Share Plan Units have been granted in the past;

(c) all decisions with respect to future Performance Share Plan Units or other grants, if any, will be at the sole discretion of the Company;

(d) the grant of Performance Share Plan Units and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);

(e) Participant is voluntarily participating in the Plan;

(f) the Performance Share Plan Units and the shares of Stock issuable upon vesting of the Performance Share Plan Units are not intended to replace any pension rights or compensation;

8

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

(g) the Performance Share Plan Units and the shares of Stock issuable upon the vesting of the Performance Share Plan Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Share Plan Units resulting from Participant’s ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Performance Share Plan Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive Participant’s ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j) in the event of termination of Participant’s employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Participant’s right to vest in the Performance Share Plan Units under the Plan, if any, will terminate effective as of the date that Participant is no longer an active employee of the Company, a Subsidiary, or an Affiliate as set forth in Section 5 of this Agreement, and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is  employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer an active employee providing services for purposes of Participant’s Performance Share Plan Units award (including whether Participant may still be considered to be providing services while on an approved leave of absence);

9

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

(k) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Share Plan Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Share Plan Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and

(l) the following provisions apply only if Participant is providing services outside the U.S.:

(i)           the Performance Share Plan Units and the shares of Stock issuable upon the vesting of the Performance Share Plan Units are not part of normal or expected compensation or salary for any purpose; and

(ii)           Participant acknowledges and agrees that neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Performance Share Plan Units or of any amounts due to Participant pursuant to the settlement of the Performance Share Plan Units or the subsequent sale of any shares of Stock acquired upon settlement.

10. No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of Stock.  Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

11. Data Privacy.  Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Performance Share Plan Units grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Share Plan Units or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

10

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Participant understands that Data will be transferred to Equity Administration Solutions, Inc. (“EASI”) and/or Morgan Stanley Smith Barney (“MSSB”) or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country.  Participant understands that if Participant resides outside the United States, Participant may request a list with the names and addresses of any potential recipient of the Data by contacting Participant’s local human resources representative.  Participant authorizes the Company, EASI, MSSB and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan.  Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan.  Participant understands that if Participant resides outside the United States, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative.  Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s employment status or service and career with the Employer will not be adversely affected and the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Performance Share Plan Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.  For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant may contact his or her local human resources representative.

12. No Rights as Stockholder Prior to Issuance of Stock; Securities Law Compliance.  Participant shall not have any rights as a stockholder of the Company (including any rights to receive dividends or voting rights) by virtue of the grant of Performance Share Plan Units hereunder or the determination or vesting of PSPUs Available for Vesting, prior to the time that shares of the Company's Stock are issued to Participant in accordance with the terms of this Agreement and the Plan. No shares of Stock shall be issued upon the vesting of PSPUs Available for Vesting unless such shares are either (a) then registered under the U.S. Securities Act of 1933, as amended or (b) the Company has determined that such issuance would be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.  The award of Performance Share Plan Units, the determination or vesting of PSPUs Available for Vesting or the settlement of Vested Performance Share Plan Units under this Agreement must also comply with other applicable securities and exchange control laws and regulations, and shares of Stock will not be issued if the Company determines that such issuance would not be in material compliance with such securities and exchange control laws and regulations.

11

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

13. Notice.  Any notice or other paper required to be given or sent pursuant to the terms of this Agreement or the Plan shall be sufficiently given or served hereunder to any party when transmitted by registered or certified mail, postage prepaid, addressed to the party to be served as follows:

Company:              Con-way Inc.

2211 Old Earhart Road, Suite 100

Ann Arbor, Michigan 48105

Attn:  General Counsel

Participant: At the last address provided by Participant to the Company.

14. Transferability.  None of the Performance Share Plan Units, the PSPUs Available for Vesting or the Vested Performance Share Plan Units, or any beneficial interest in any of the foregoing, may be transferred in any manner other than by will or by the laws of descent and distribution.  Notwithstanding the foregoing, if Participant resides in the U.S., Participant may designate a beneficiary for the shares of Stock that may be issuable upon the vesting of the PSPUs Available for Vesting, in the event of Participant's death, by completing the Company's approved beneficiary designation form and filing such form with the Company's Human Resources Department. The terms of this Agreement shall be binding upon Participant's executors, administrators, heirs, successors, and transferees.

15. Amendment; Modification.  This Agreement may not be modified or amended, except for a unilateral amendment by the Company that does not materially adversely affect the rights of Participant under this Agreement.  No party to this agreement may unilaterally waive any provision hereof, except in writing.  Any such modification, amendment or waiver signed by, or binding upon, Participant, shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement.

16. Severability.  If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.

12

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

17. Successors.  Except as otherwise expressly provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

18. Governing Law.  The interpretation, performance, and enforcement of the Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws.

For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement (including Appendix C, if applicable), the parties hereby submit to and consent to the exclusive jurisdiction of the State of Michigan and agree that such litigation shall be conducted only in the courts located in Washtenaw County, Michigan, or the federal courts for the United States for the Eastern District of Michigan, and no other courts, where this grant is made and/or to be performed.

19. Governing Plan Document.  This award is subject to all the provisions of the Plan, which hereby are incorporated herein, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

20. Counterparts.  This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.

21. Language.  If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

22. Electronic Delivery and Acceptance.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

23. Appendices. Notwithstanding any provisions in this Agreement to the contrary, the Performance Share Plan Units grant shall be subject to any special terms and conditions set forth in the Appendix C to this Agreement for Participant’s country.  Moreover, if Participant relocates to one of the countries included in the Appendix C, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.  Appendices A, B, and C attached hereto constitute part of this Agreement.

13

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

24. Imposition of Other Requirements.  The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Performance Share Plan Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

* * * *

Participant acknowledges that as of the Grant Date, this Agreement (including Appendices A, B, and C) and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company under the Plan and supersede all prior oral and written agreements on this subject.

By Participant’s electronic acceptance and the signature of the Company’s representative below, Participant and the Company agree that the award of Performance Share Plan Units is granted under and governed by the terms and conditions of this Agreement (including Appendices A, B, and C) and the Plan. Participant has reviewed and fully understands all provisions of this Agreement (including Appendices A, B, and C) and the Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Agreement.

Con-way

\s\ Stephen K. Krull

EVP General Counsel & Secretary

14

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Appendix A

Table 1:  3-Year Average EBITDA Growth

	Payout	3-Year Average EBITDA Growth
Maximum	200%	***%
Target	100%	***%
Threshold	0%	***%

Straight-line interpolation will be used to determine performance if the percentage attainment of 3-Year Average EBITDA Growth falls between the levels represented above.

Table 2:  ROIC Modifier *

ROIC In Third Year of Performance Period	Payout Enhancement **
Less than ***%	+0%
***%	+5%
***%	+10%
***%	+15%
***%	+20%
***%	+25%
***% or higher	+30%

* If applying the ROIC modifier would result in a payout in excess of 200%, the payout would be capped at 200%.

** The level of payout enhancement earned will be added to the Payout percentage from Table 1 above.

Straight-line interpolation will be used to determine the modifier if attainment of ROIC falls between the levels represented above.

A-1

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Appendix B

Definitions

“EBITDA” means Con-way consolidated Operating Income (Loss) determined on a "US GAAP basis," plus Depreciation and Amortization adjusted for asset impairments pursuant to FASB Codification topics 350 and 360, restructuring charges pursuant to topic 420, defined-benefit pension settlements pursuant to topic 715, changes in accounting principles pursuant to topic 250, and the impact of future acquisitions and/or dispositions effective after the Grant Date pursuant to topic 805 and 205 – in each case as ultimately disclosed in the Form 10-K as filed with the SEC for the relevant plan year.

“EBITDA Growth” means the calculated percentage change in EBITDA, as defined, for each annual period. Expressed as a formula, an example is as follows:

EBITDAGyr2 = (EBITDAyr2 / EBITDAyr1) - 1

“3-Year Average EBITDA Growth” means the average of the three years of EBITDA Growth in the Performance Period.  Expressed as a formula, an example of the calculation of 3-Year Average EBITDA Growth over years 1, 2, and 3 is as follows:

(EBITDAGyr1 + EBITDAGyr2 + EBITDAGyr3) / 3

* For purposes of calculating 2012 EBITDA Growth, the gain in 2011 from the settlement of the Chic Logistics acquisition dispute will be excluded from EBITDA.

“ROIC or Return on Invested Capital” means a rate of return derived from the following defined numerator and denominator.  The numerator consists of Operating Income determined on a “US GAAP basis,” for the third year of the Performance Period multiplied by (1-.40) or .60.   The denominator consists of the twelve month average of the Operating Working Capital plus Net PP&E plus Net Other Operating Assets.   Both numerator and denominator will be adjusted for asset impairments pursuant to FASB Codification topics 350 and 360, restructuring charges pursuant to topic 420, defined-benefit pension settlements pursuant to topic 715, changes in accounting principles pursuant to topic 250, and the impact of future acquisitions and/or dispositions effective after the Grant Date pursuant to topic 805 and 205 – in each case as ultimately disclosed in the Form 10-K as filed with the SEC for the relevant plan year.

“Operating Working Capital” means Minimum Cash Position plus Accounts Receivable (inclusive of Other Accounts Receivable) plus Operating Supplies plus Prepaid Expenses less Accounts Payable less Accrued Liabilities less Self-Insurance Accruals reported as Current Liabilities as presented in the Con-way Inc. Consolidated Balance Sheets.

B-1

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

“Net Other Operating Assets” means Other Assets (inclusive of Goodwill and Intangible Assets, but excluding Deferred Tax Assets) less Self-Insurance Accruals reported as Long-Term Liabilities, less Other Liabilities and Deferred Credits as presented in the Con-way Inc. Consolidated Balance Sheets.

“Minimum Cash Position” means $100 million Cash and Cash Equivalents.

Any reclassification of amounts from the above financial statement classifications will be included in future and final calculations using their original financial statement presentation as of the Grant Date.

B-2

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Appendix C

CON-WAY INC. 2006 EQUITY AND INCENTIVE PLAN

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the Performance Share Plan Units granted to Participant under the Con-way Inc. 2006 Equity and Incentive Plan (the “Plan”) if Participant resides in one of the countries listed below.  Capitalized terms used but not defined in this Appendix C are defined in the Plan and/or the Global Performance Share Plan Unit Grant Agreement (the “Agreement”), and have the meanings set forth therein.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant's participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2012.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that Participant not rely on the information noted in this Appendix C as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time that Participant vests in the Performance Share Plan Units or sells shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of a particular result.  Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant's situation.

Finally, Participant understands that if he or she is a citizen or resident of a country other than the one in which Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

C-1

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

CHINA

Terms and Conditions

Legal Restrictions.  To facilitate compliance with applicable laws and regulations in China, Participant agrees to immediately sell all shares of Common Stock issued to Participant at vesting and settlement of the Performance Share Plan Units, or as soon as possible thereafter (in the event of a blackout period). Participant further agrees that the Company is authorized to instruct its designated broker, to assist with the mandatory sale of such shares of Common Stock (on Participant’s behalf pursuant to this authorization) and Participant expressly authorizes the Company’s designated broker to complete the sale of such shares of Common Stock.  Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the shares of Common Stock at any particular price.  Upon the sale of the shares of Common Stock, the Company agrees to pay Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items.  These restrictions will not apply to non-PRC citizens.

Exchange Control Requirements.  Participant understands and agrees that, pursuant to local exchange control requirements, Participant will be required to immediately repatriate the cash proceeds from sale of shares of Common Stock underlying the Performance Share Plan Units to China.  Participant further understands that, under local law, such repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company, an Affiliate, or the Employer, and Participant hereby consents and agrees that any proceeds from the sale of shares of Common Stock may be transferred to such special account prior to being delivered to Participant.  The Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China.  Participant agrees to bear any currency fluctuation risk between the time the shares of Common Stock are sold and the time the sale proceeds are distributed through any such special exchange account. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.  These requirements will not apply to non-PRC citizens.

HONG KONG

Terms and Conditions

Award Payable Only in Stock.  In keeping with the terms of Section 4(d), Performance Share Plan Units shall be settled in shares of Stock only and do not provide any right for a Hong Kong Participant to receive a cash payment.

Securities Law Information.  To facilitate compliance with securities laws in Hong Kong, Participant agrees not to sell the shares of Common Stock issued upon vesting of the Performance Share Plan Units within six months of the Grant Date.

WARNING:  The Performance Share Plan Units and the shares of Common Stock to be issued upon vesting do not constitute a public offer of securities under Hong Kong law and are available only to employees of the Company, or a Subsidiary or Affiliate.  Please be aware that the contents of the Agreement, including Appendices A and B, and this Appendix C, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  

C-2

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Nor have the documents been reviewed by any regulatory authority in Hong Kong.  The Performance Share Plan Units are intended only for the personal use of each eligible employee of the Employer, the Company or any Subsidiary or Affiliate and may not be distributed to any other person. Participant is cautioned to review the offer carefully as it may not include the same information as an offer made by a Hong Kong issuer. If Participant is in any doubt about any of the contents of the Agreement, including Appendices A and B and this Appendix C, or the Plan, Participant should obtain independent professional advice.

Notifications

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

MEXICO

Terms and Conditions

Labor Law Acknowledgment.By accepting the Performance Share Plan Unit grant, Participant acknowledges that he or she understands and agrees that: (a) the Performance Share Plan Units are not related to the salary and other contractual benefits provided to Participant by the Employer; and (b) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.

Policy Statement.The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to Participant.

The Company, with registered offices at 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, is solely responsible for the administration of the Plan and participation in the Plan or the acquisition of shares of Common Stock does not, in any way, establish an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and the sole employer is Con-way Truckload de Mexico, S.A. de C.V or Menlo Worldwide Mexico, S. de R.L. de C.V., as applicable, nor does it establish any rights between Participant and the Employer.

Plan Document Acknowledgment.By accepting the Performance Share Plan Unit grant, Participant acknowledges he or she has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

C-3

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Participant further acknowledges that having read and specifically and expressly approved the terms and conditions in the Section 9 of the Agreement, in which the following is clearly described and established: (a) participation in the Plan does not constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (c) participation in the Plan is voluntary; and (d) the Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of the shares of Common Stock underlying the Performance Share Plan Units.

Finally, Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and Participant therefore grants a full and broad release to the Employer and the Company (including its Subsidiaries and Affiliates) with respect to any claim that may arise under the Plan.

Spanish Translation

Reconocimiento de la Ley Laboral.Al aceptar las Performance Share Plan Units, el Beneficiario reconoce y acepta que: (a) las Unidades no se encuentran relacionadas con su salario ni con otras prestaciones contractuales concedidas por parte del patrón; y (b) cualquier modificación del Plan o su terminación no constituye un cambio o impedimento de los términos y condiciones del empleo del Beneficiario.

Declaración de la Política.La invitación que hace la Compañía bajo el Plan es unilateral y discrecional, por lo que la Compañía se reserva el derecho absoluto de modificar e interrumpir el mismo en cualquier tiempo, sin ninguna responsabilidad para el Beneficiario.

La Compañía, con oficinas ubicadas en 2211 Old Earhart Road, Ann Arbor, Michigan 48105, United States of America, United States of America, es la única responsable de la administración y participación en el Plan, así como de la adquisición de acciones, por lo que de ninguna manera podrá establecerse una relación de trabajo entre el Beneficiario y la Compañía, ya que el Beneficiario participa únicamente en de forma comercial y su único patrón lo es Con-way Truckload de Mexico, S.A. de C.V o Menlo Worldwide Mexico, S. de R.L. de C.V., la participación en el Plan tampoco genera ningún derecho entre el Beneficiario y el Patrón.

Reconocimiento del Plan de Documentos.Al aceptar las Performance Share Plan Units, el Beneficiario reconoce que ha recibido una copia del Plan, que lo ha revisado junto con el Convenio, y  que ha entendido y aceptado completamente las disposiciones contenidas en el Plan y en el Convenio.

Adicionalmente, al firmar el presente documento, reconoce que ha leído y aprobado de manera expresa y específica los términos y condiciones contenidos en el apartado 10 del Convenio, el cual claramente establece y describe: (a) que la participación en el Plan no constituye un derecho adquirido; (b) que el Plan y la participación en el mismo es ofrecida por la Compañía en forma totalmente discrecional; (c) la participación en el Plan es voluntaria; y (d) que la Compañía, así como sus Subsidiarias y Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Performance Share Plan Units.

C-4

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

Finalmente, el Beneficiario acepta no reservarse ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y en consecuencia, otorga a su patrón el más amplio y completo  finiquito que en derecho proceda, así como a la Compañía, a sus Subsidiarias y Afiliadas, respecto a cualquier demanda que pudiera originarse derivada del Plan.

NETHERLANDS

Notifications

Securities Law Information.  Participant residing in the Netherlands should be aware of the Dutch insider-trading rules, which may impact the sale of shares of Common Stock acquired upon vesting of the Performance Share Plan Units.  In particular, Participant may be prohibited from effectuating certain transactions if Participant possesses inside information about the Company.

Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “inside information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands.  “Inside information” is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price.  The insider could be any employee of the Company or a Subsidiary or Affiliate in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, certain employees working at the Company or a Subsidiary or Affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when in possession of the inside information.

If Participant is uncertain whether the insider-trading rules apply to his or her situation, Participant should consult his or her personal legal advisor.

C-5

CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.

SINGAPORE

Notifications

Securities Law Information.  The Performance Share Plan Units are being granted to Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).  The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Participant should note that such Performance Share Plan Unit grant is subject to section 257 of the SFA and Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the shares of Common Stock underlying the Performance Share Plan Units unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

Director Notification Requirement.  If Participant is a director, associate director or shadow director of the Company or a Singapore Affiliate of the Company, Participant is subject to certain notification requirements under the Singapore Companies Act.  Among these requirements is an obligation to notify the Singaporean Affiliate in writing when Participant receives an interest (e.g., Performance Share Plan Units, shares of Common Stock, etc.) in the Company or any related companies within two days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of Common Stock are sold), or (iii) becoming a director.

UNITED KINGDOM

Terms and Conditions

Taxes.  The following supplements Section 7 of the Agreement:

If payment or withholding of the income taxes is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income taxes shall constitute a loan owed by Participant to the Employer, effective as of the Due Date.  Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement.

Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant shall not be eligible for a loan from the Company to cover the income taxes due.  In the event that Participant is a director or executive officer and income taxes are not collected from or paid by Participant by the Due Date, the amount of any uncollected income taxes will constitute a benefit to Participant on which additional income tax and National Insurance contributions (“NICs”) will be payable.  Participant understands that he or she will be responsible for reporting and paying any income tax and NICs due on this additional benefit directly to HMRC under the self-assessment regime.

C-6

EX-31

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas W. Stotlar, certify that:

1. I have reviewed this quarterly  report on Form 10-Q of Con-way Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2012                                                                                /s/ Douglas W. Stotlar

Douglas W. Stotlar

Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen L. Bruffett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Con-way Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 4, 2012                                                                                 /s/ Stephen L. Bruffett

Stephen L. Bruffett

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas W. Stotlar, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.  §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  May 4, 2012

­­­­/s/ Douglas W. Stotlar

Name:      Douglas W. Stotlar

Title:        Chief Executive Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Con-way Inc. (the “Company”) for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen L. Bruffett, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.  §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  May 4, 2012

/s/ Stephen L. Bruffett

Name:      Stephen L. Bruffett

Title:        Chief Financial Officer

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Share-Based Compensation (Share-Based Compensation Arrangement Expenses Recognized) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Share-Based Compensation [Abstract]
Salaries, wages and employee benefits	$ 5,062	$ 4,763
Deferred income tax benefit	(1,965)	(1,844)
Net share-based compensation expense	$ 3,097	$ 2,919

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Goodwill And Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Customer Relationships [Member]	Dec. 31, 2011 Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 800,000	$ 800,000
Gross Carrying Amount			27,716,000	27,570,000
Accumulated Amortization			$ 14,566,000	$ 13,619,000

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Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2012

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

2. Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill attributable to each applicable segment:

(Dollars in thousands)	Logistics			Truckload			Other		Total
Balance at December 31, 2010
Goodwill	$	55,374		$	464,598		$	727	$	520,699
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
		7,138			329,785			727		337,650
Change in foreign currency exchange rates		66			--			--		66
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		235			--			--		235
Balances at March 31, 2012
Goodwill		55,675			464,598			727		521,000
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
	$	7,439		$	329,785		$	727	$	337,951

Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The first-quarter amortization expense related to intangible assets was $0.8 million for both 2012 and 2011.

Intangible assets consisted of the following:

	March 31, 2012				December 31, 2011
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	27,716	$	14,566	$	27,570	$	13,619

Estimated amortization expense for the next five years is presented in the following table:

(Dollars in thousands)
Year ending December 31:
Remaining nine months of 2012	$	2,154
2013		2,356
2014		2,356
2015		2,356
2016		2,356
2017		1,571

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Fair-Value Measurements (Changes In Fair Value Of Auction-Rate Security) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Fair-Value Measurements [Abstract]
Beginning balance	$ 5,354	$ 6,039
Unrealized gain (loss)	115	(10)
Partial redemption	(75)	(675)
Ending balance	$ 5,394	$ 5,354

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Fair-Value Measurements (Summary Of Valuation Of Financial Instruments At Fair-Value) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	$ 351,020	$ 398,450
Current marketable securities	16,215	13,255
Other marketable securities	5,394	5,354
Level 1 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	84,870	84,872
Level 2 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash equivalents	266,150	313,578
Current marketable securities	16,215	13,255
Level 3 [Member]
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Other marketable securities	$ 5,394	$ 5,354

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Employee Benefit Plans (Narrative) (Details) (USD $)	3 Months Ended		4 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Apr. 30, 2012	Dec. 31, 2012 Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan employer contribution			$ 11,900,000
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year				51,400,000
Defined contribution plan expense	12,900,000	9,000,000
Number of shares of treasury stock used to fund in defined contribution retirement plan		237,184
Repurchased common stock issued under defined contribution plan		$ 8,589,000

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Employee Benefit Plans (Components Of Net Periodic Benefit Expense (Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	$ 17,502	$ 17,970
Expected return on plan assets	(21,111)	(21,542)
Amortization of net loss	4,830	2,739
Net periodic benefit expense (income)	1,221	(833)
Non-Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	856	937
Amortization of net loss	281	157
Net periodic benefit expense (income)	1,137	1,094
Postretirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	1,021	1,121
Service cost	423	405
Amortization of prior service credit	(302)	(303)
Net periodic benefit expense (income)	$ 1,142	$ 1,223

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Principal Accounting Policies

3 Months Ended

Mar. 31, 2012

Principal Accounting Policies [Abstract]

Principal Accounting Policies

1. Principal Accounting Policies

Organization

Con-way Inc. and its consolidated subsidiaries ("Con-way") provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way's business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, "Segment Reporting," for financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload and Other.

Basis of Presentation

These interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way's 2011 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way's financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings per Share ("EPS")

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

(Dollars in thousands except per share data)	Three Months Ended March 31,
	2012		2011
Numerator:
Net income	$	25,646	$	6,922
Denominator:
Weighted-average common shares outstanding		55,703,722		55,039,751
Stock options and nonvested stock		554,061		685,479
		56,257,783		55,725,230
Diluted Earnings per Share:	$	0.46	$	0.12
Anti-dilutive securities excluded from the
computation of diluted EPS		1,932,324		1,992,478

New Accounting Standards

As of March 31, 2012, there are no material new accounting standards that have been issued but not yet adopted by Con-way

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation, including the presentation of revenue equipment acquired through partial non-monetary exchanges and the resulting effect on previously reported capital expenditures and proceeds from sales of property and equipment.

.

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Share-Based Compensation (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified			3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Maximum [Member]	Mar. 31, 2012 Minimum [Member]
Accrued liabilities for cash-settled	$ 4.2	$ 3.1
Weighted-average fair value per SAR	$ 13.33	$ 10.85
Percentage of grant target award recipients receive depending on performance criteria			200.00%	0.00%

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 402,846	$ 438,010
Marketable securities	16,215	13,255
Trade accounts receivable, net	644,881	577,522
Other accounts receivable	47,797	43,849
Operating supplies, at lower of average cost or market	24,029	22,822
Prepaid expenses	61,851	48,369
Deferred income taxes	37,135	46,563
Total Current Assets	1,234,754	1,190,390
Property, Plant and Equipment
Land	191,515	194,078
Buildings and leasehold improvements	827,171	827,910
Revenue equipment	1,667,117	1,613,806
Other equipment	322,120	318,313
Total Property, Plant and Equipment	3,007,923	2,954,107
Accumulated depreciation	(1,482,285)	(1,458,074)
Net Property, Plant and Equipment	1,525,638	1,496,033
Other Assets
Deferred charges and other assets	37,139	36,743
Capitalized software, net	18,902	19,829
Marketable securities	5,394	5,354
Intangible assets, net	13,150	13,951
Goodwill	337,951	337,716
Total Noncurrent Assets	412,536	413,593
Total Assets	3,172,928	3,100,016
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	385,855	345,489
Accrued liabilities	242,850	235,146
Self-insurance accruals	104,544	104,328
Short-term borrowings	15,804	14,481
Current maturities of long-term debt and capital leases	23,086	24,026
Total Current Liabilities	772,139	723,470
Long-Term Liabilities
Long-term debt	718,368	718,336
Long-term obligations under capital leases	48,026	51,902
Self-insurance accruals	159,682	158,889
Employee benefits	601,810	610,850
Other liabilities and deferred credits	41,422	39,120
Deferred income taxes	46,202	38,195
Total Liabilities	2,387,649	2,340,762
Commitments and Contingencies (Note 8)
Shareholders' Equity
Common stock, $0.625 par value; authorized 100,000,000 shares; issued 63,363,118 and 63,065,931 shares, respectively	39,583	39,394
Additional paid-in capital, common stock	601,256	595,992
Retained earnings	904,821	884,758
Cost of repurchased common stock (7,569,160 and 7,468,869 shares, respectively)	(325,696)	(322,454)
Accumulated other comprehensive loss	(434,685)	(438,436)
Total Shareholders' Equity	785,279	759,254
Total Liabilities and Shareholders' Equity	$ 3,172,928	$ 3,100,016

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Statements Of Consolidated Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statements Of Consolidated Comprehensive Income [Abstract]
Unrealized gain (loss) on available-for-sale security, deferred tax	$ 45	$ 24
Amortization of actuarial loss included in expense, deferred tax	$ 1,858	$ 1,011

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Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2012 Scenario, Forecast [Member]
Estimated payments to the third-party providers		$ 232
Long-term Purchase Commitment, Time Period	between 2012 and 2016
Significant purchase commitment termination fee			$ 34	$ 28

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation Arrangement Expenses Recognized

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Salaries, wages and employee benefits	$	5,062		$	4,763
Deferred income tax benefit		(1,965	)		(1,844	)
Net share-based compensation expense	$	3,097		$	2,919

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Goodwill And Intangible Assets (Schedule Of Changes In Gross Carrying Amounts Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2012
Goodwill [Line Items]
Goodwill	$ 520,765	$ 520,699	$ 521,000
Accumulated impairment losses	(183,049)	(183,049)	(183,049)
Total Goodwill	337,716	337,650	337,951
Change in foreign currency exchange rates	235	66
Logistics [Member]
Goodwill [Line Items]
Goodwill	55,440	55,374	55,675
Accumulated impairment losses	(48,236)	(48,236)	(48,236)
Total Goodwill	7,204	7,138	7,439
Change in foreign currency exchange rates	235	66
Truckload [Member]
Goodwill [Line Items]
Goodwill	464,598	464,598	464,598
Accumulated impairment losses	(134,813)	(134,813)	(134,813)
Total Goodwill	329,785	329,785	329,785
Other [Member]
Goodwill [Line Items]
Goodwill	727	727	727
Accumulated impairment losses
Total Goodwill	$ 727	$ 727	$ 727

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Statements Of Consolidated Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statements Of Consolidated Cash Flows [Abstract]
Cash and Cash Equivalents, Beginning of Period	$ 438,010	$ 421,420
Operating Activities
Net income	25,646	6,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, net of accretion	51,593	50,078
Non-cash compensation and employee benefits	8,720	6,106
Increase in deferred income taxes	15,532	11,702
Provision for uncollectible accounts	1,158	1,963
Gain from sales of property and equipment, net	(1,450)	(161)
Changes in assets and liabilities:
Receivables	(68,093)	(90,497)
Prepaid expenses	(13,482)	(16,667)
Accounts payable	40,366	59,150
Accrued variable compensation	(35,459)	(15,618)
Accrued liabilities, excluding accrued variable compensation and employee benefits	42,359	36,995
Self-insurance accruals	1,009	(11,392)
Accrued income taxes	(4,509)	17,240
Employee benefits	(8,236)	3,119
Deferred charges and credits	617	5,732
Other	(2,942)	(3,267)
Net Cash Provided by Operating Activities	52,829	61,405
Investing Activities
Capital expenditures	(82,486)	(51,485)
Software expenditures	(873)	(1,938)
Proceeds from sales of property and equipment	5,759	1,458
Purchases of marketable securities	(5,000)
Proceeds from sales of marketable securities	2,115	125
Net Cash Used in Investing Activities	(80,485)	(51,840)
Financing Activities
Repayment of capital leases	(4,816)	(4,618)
Net proceeds from (repayments of) short-term borrowings	1,248	(410)
Proceeds from exercise of stock options	279	2,078
Excess tax benefit from share-based compensation	1,360	150
Payments of common dividends	(5,579)	(5,510)
Net Cash Used in Financing Activities	(7,508)	(8,310)
Increase (Decrease) in Cash and Cash Equivalents	(35,164)	1,255
Cash and Cash Equivalents, End of Period	402,846	422,675
Supplemental Disclosure
Cash paid (refunded) for income taxes, net	3,400	(18,204)
Cash paid for interest, net of amounts capitalized	16,200	16,376
Non-cash Financing Activities
Revenue equipment acquired through partial non-monetary exchanges	6,908	6,933
Repurchased common stock issued under defined contribution plan		$ 8,589

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.625	$ 0.625
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	63,363,118	63,065,931
Repurchased common stock, shares	7,569,160	7,468,869

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Principal Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2012

Principal Accounting Policies [Abstract]

Calculation Of Diluted Earnings Per Share

(Dollars in thousands except per share data)	Three Months Ended March 31,
	2012		2011
Numerator:
Net income	$	25,646	$	6,922
Denominator:
Weighted-average common shares outstanding		55,703,722		55,039,751
Stock options and nonvested stock		554,061		685,479
		56,257,783		55,725,230
Diluted Earnings per Share:	$	0.46	$	0.12
Anti-dilutive securities excluded from the
computation of diluted EPS		1,932,324		1,992,478

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Document And Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012
Entity Registrant Name	Con-way Inc.
Trading Symbol	cnw
Entity Central Index Key	0000023675
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		55,810,280

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Goodwill And Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2012

Goodwill And Intangible Assets [Abstract]

Schedule Of Changes In Gross Carrying Amounts Of Goodwill

(Dollars in thousands)	Logistics			Truckload			Other		Total
Balance at December 31, 2010
Goodwill	$	55,374		$	464,598		$	727	$	520,699
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
		7,138			329,785			727		337,650
Change in foreign currency exchange rates		66			--			--		66
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		235			--			--		235
Balances at March 31, 2012
Goodwill		55,675			464,598			727		521,000
Accumulated impairment losses		(48,236	)		(134,813	)		--		(183,049	)
	$	7,439		$	329,785		$	727	$	337,951

Schedule Of Intangible Assets

	March 31, 2012				December 31, 2011
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	27,716	$	14,566	$	27,570	$	13,619

Schedule Of Estimated Amortization Expense

(Dollars in thousands)
Year ending December 31:
Remaining nine months of 2012	$	2,154
2013		2,356
2014		2,356
2015		2,356
2016		2,356
2017		1,571

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Statements Of Consolidated Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statements Of Consolidated Income [Abstract]
Revenues	$ 1,366,161	$ 1,245,627
Costs and Expenses
Salaries, wages and employee benefits	522,470	491,640
Purchased transportation	368,051	316,990
Fuel and fuel-related taxes	143,831	136,027
Other operating expenses	136,515	130,682
Depreciation and amortization	51,842	50,314
Maintenance	31,910	29,472
Rents and leases	28,700	27,791
Purchased labor	27,152	26,015
Total Costs and Expenses	1,310,471	1,208,931
Operating Income	55,690	36,696
Other Income (Expense)
Investment income	235	322
Interest expense	(13,794)	(13,919)
Miscellaneous, net	(709)	(1,738)
Total Other Income (Expense)	(14,268)	(15,335)
Income before Income Tax Provision	41,422	21,361
Income Tax Provision	15,776	14,439
Net Income	$ 25,646	$ 6,922
Weighted-Average Common Shares Outstanding
Basic	55,703,722	55,039,751
Diluted	56,257,783	55,725,230
Earnings per Common Share
Basic	$ 0.46	$ 0.13
Diluted	$ 0.46	$ 0.12

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

5. Employee Benefit Plans

In the periods presented, employees of Con-way and its subsidiaries in the U.S. were covered under several retirement benefit plans, including defined benefit pension plans, defined contribution retirement plans and a postretirement medical plan. See Note 10, "Employee Benefit Plans," of Item 8, "Financial Statements and Supplementary Data," in Con-way's 2011 Annual Report on Form 10-K for additional information concerning its employee benefit plans, including changes to its defined contribution retirement plans.

Defined Benefit Pension Plans

As a result of plan amendments in previous years, no additional benefits accrue under these plans and already-accrued benefits will not be adjusted for future increases in compensation. The following table summarizes the components of net periodic benefit expense (income) for Con-way's domestic defined benefit pension plans:

	Qualified Pension Plans						Non-Qualified Pension Plans
	Three Months Ended March 31,							Three Months Ended March 31,
(Dollars in thousands)	2012			2011				2012		2011
Interest cost on benefit obligation	$	17,502		$	17,970			$	856	$	937
Expected return on plan assets		(21,111	)		(21,542	)			--		--
Amortization of net loss		4,830			2,739				281		157
Net periodic benefit expense (income)	$	1,221		$	(833	)		$	1,137	$	1,094

Con-way expects to make required contributions of $51.4 million to its Qualified Pension Plans in 2012, including $11.9 million contributed through April 2012. Con-way's estimate of its 2012 contribution is subject to change based on variations in interest rates, asset returns, Pension Protection Act requirements and other factors.

Defined Contribution Retirement Plans

Con-way's expense for the defined contribution retirement plans was $12.9 million in the first quarter of 2012, compared to $9.0 million in the same period of 2011. In the periods presented, Con-way's contributions included cash and Con-way common stock. From January 2009 through June 2011, the common stock contributions were made with repurchased common stock (also referred to as treasury stock). In the first three months of 2011, Con-way used 237,184 shares of treasury stock to fund $8.6 million of contributions. Effective in July 2011, Con-way's contributions were in the form of cash, rather than in treasury stock.

Postretirement Medical Plan

The following table summarizes the components of net periodic benefit expense for the postretirement medical plan:

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Service cost	$	423		$	405
Interest cost on benefit obligation		1,021			1,121
Amortization of prior service credit		(302	)		(303	)
Net periodic benefit expense	$	1,142		$	1,223

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Fair-Value Measurements

3 Months Ended

Mar. 31, 2012

Fair-Value Measurements [Abstract]

Fair-Value Measurements

4. Fair-Value Measurements

Assets and liabilities reported at fair value are classified in one of the following three levels within the fair-value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Financial Assets Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of financial instruments within the fair-value hierarchy:

	March 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	351,020	$	84,870	$	266,150	$	--
Current marketable securities		16,215		--		16,215		--
Other marketable securities		5,394		--		--		5,394

	December 31, 2011
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	398,450	$	84,872	$	313,578	$	--
Current marketable securities		13,255		--		13,255		--
Other marketable securities		5,354		--		--		5,354

Cash equivalents consist of short-term interest-bearing instruments (primarily commercial paper, certificates of deposit and money-market funds) with maturities of three months or less at the date of purchase. Current marketable securities consist of variable-rate demand notes.

Money-market funds reflect their published net asset value and are classified as Level 1 instruments. Commercial paper, certificates of deposit and variable-rate demand notes are generally valued using published interest rates for instruments with similar terms and maturities, and accordingly, are classified as Level 2 instruments. At March 31, 2012, the weighted-average remaining maturity of the cash equivalents was less than one month. Based on their short maturities, the carrying amount of the cash equivalents approximates their fair value.

Con-way holds one auction-rate security, which is valued with an income approach that utilizes a discounted cash flow model. The following table summarizes the change in fair values of Con-way's auction-rate security, which was valued using Level 3 inputs:

(Dollars in thousands)	Auction-rate security
Balance at December 31, 2010	$	6,039
Unrealized loss		(10	)
Partial redemption		(675	)
Balance at December 31, 2011	$	5,354
Unrealized gain		115
Partial redemption		(75	)
Balance at March 31, 2012	$	5,394

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Principal Accounting Policies (Calculation Of Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Principal Accounting Policies [Abstract]
Net income	$ 25,646	$ 6,922
Weighted-average common shares outstanding	55,703,722	55,039,751
Stock options and nonvested stock	554,061	685,479
Denominator for net income per share	56,257,783	55,725,230
Diluted Earnings per Share:	$ 0.46	$ 0.12
Anti-dilutive securities excluded from the computation of diluted EPS	1,932,324	1,992,478

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Operating Income (Loss)

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Revenues before Inter-segment Eliminations
Freight	$	831,047		$	767,741
Logistics		419,146			369,975
Truckload		157,323			145,215
Other		14,291			11,997
Inter-segment Revenue Eliminations		(55,646	)		(49,301	)
	$	1,366,161		$	1,245,627
Inter-segment Revenue Eliminations
Freight	$	12,406		$	11,291
Logistics		10,345			6,161
Truckload		19,566			20,846
Other		13,329			11,003
	$	55,646		$	49,301
Revenues from External Customers
Freight	$	818,641		$	756,450
Logistics		408,801			363,814
Truckload		137,757			124,369
Other		962			994
	$	1,366,161		$	1,245,627
Operating Income (Loss)
Freight	$	34,502		$	20,344
Logistics		12,294			8,646
Truckload		10,550			7,083
Other		(1,656	)		623
	$	55,690		$	36,696

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

8. Commitments and Contingencies

Purchase Obligations

In connection with its outsourcing initiative, Con-way entered into agreements with third-party service providers in the first quarter of 2010. Payments to the third-party providers are estimated to be $232 million between 2012 and 2016, when the agreements are expected to expire. The payments under the terms of the agreements are subject to change depending on the quantities and types of services consumed. The estimated payments reflect amounts based on projections of services expected to be consumed. The contracts also contain provisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additional fees if termination is for causes other than the failure of the service providers to perform. If Con-way had elected, for convenience, to terminate the contract for the outsourced information-technology services at December 31, 2011, the termination fee would have been approximately $34 million, compared to approximately $28 million if Con-way elects to terminate the contract on December 31, 2012.

Legal Matters

Con-way is a defendant in various legal matters 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 position, results of operations or cash flows.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation

6. Share-Based Compensation

Under terms of its share-based compensation plans, Con-way grants various types of share-based compensation awards to employees and directors. The plans provide for awards in the form of stock options, nonvested stock (also known as restricted stock), performance-share plan units ("PSPUs") and stock appreciation rights ("SARs"). See Note 11, "Share-Based Compensation," of Item 8, "Financial Statements and Supplementary Data," in Con-way's 2011 Annual Report on Form 10-K for additional information concerning its share-based compensation awards.

A portion of the awards Con-way granted in the first quarter of 2012 included PSPUs. The PSPUs vest three years from the grant date if certain performance criteria are achieved. The number of shares the award recipients ultimately receive depends upon the achievement of certain performance criteria and can range from 0% to 200% of the grant target. PSPUs are subject to forfeiture if an award recipient leaves Con-way during the three-year period. The PSPUs are valued at the market price of Con-way's common stock at the date of the award, reduced by the present value of the dividends not received during the three-year vesting period. 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 SARs are liability-classified awards and, as a result, Con-way re-measures the fair value of the awards each reporting period until the awards are settled. At March 31, 2012 and December 31, 2011, Con-way had recognized accrued liabilities for cash-settled SARs of $4.2 million and $3.1 million, respectively, using a weighted-average fair value per SAR of $13.33 and $10.85, respectively.

The following expense was recognized for share-based compensation:

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Salaries, wages and employee benefits	$	5,062		$	4,763
Deferred income tax benefit		(1,965	)		(1,844	)
Net share-based compensation expense	$	3,097		$	2,919

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

Con-way recognized a tax provision of $15.8 million in the first quarter of 2012 and $14.4 million in the same quarter of 2011. The first-quarter tax provision in 2011 reflects a $5.9 million charge due to the matter discussed below under "Audit Settlement." Excluding the effect of various discrete tax adjustments, the first-quarter effective tax rate increased to 38.6% in 2012 from 37.3% in 2011, primarily due to a 2011 benefit associated with a now-expired fuel-related tax credit.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $9.2 million and $4.8 million at March 31, 2012 and December 31, 2011, respectively.

Audit Settlement

In 2011, Con-way settled a disputed issue with the IRS that arose in the 2005 to 2007 audit cycle. This issue primarily related to the treatment and character of certain payments Con-way made to retirees and former employees of Menlo Worldwide Forwarding, Inc. and its subsidiaries ("MWF") since the 2004 sale of MWF to United Parcel Service, Inc. Con-way and the IRS agreed in the settlement to re-characterize a portion of these payments as capital losses. The re-characterized portion may not be deducted and may be used only to offset capital gains.

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Principal Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2012

Principal Accounting Policies [Abstract]

Organization

Organization

Con-way Inc. and its consolidated subsidiaries ("Con-way") provide transportation, logistics and supply-chain management services for a wide range of manufacturing, industrial and retail customers. Con-way's business units operate in regional and transcontinental less-than-truckload and full-truckload freight transportation, contract logistics and supply-chain management, multimodal freight brokerage, and trailer manufacturing. As more fully discussed in Note 3, "Segment Reporting," for financial reporting purposes, Con-way is divided into four reporting segments: Freight, Logistics, Truckload and Other.

Basis Of Presentation

Basis of Presentation

These interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way's 2011 Annual Report on Form 10-K. Accordingly, significant accounting policies and other disclosures normally provided have been reduced or omitted.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly Con-way's financial position, results of operations and cash flows for the periods presented. Results for the interim periods presented are not necessarily indicative of annual results.

Earnings (Loss) Per Share ("EPS")

Earnings per Share ("EPS")

Basic EPS is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted EPS is calculated as follows:

(Dollars in thousands except per share data)	Three Months Ended March 31,
	2012		2011
Numerator:
Net income	$	25,646	$	6,922
Denominator:
Weighted-average common shares outstanding		55,703,722		55,039,751
Stock options and nonvested stock		554,061		685,479
		56,257,783		55,725,230
Diluted Earnings per Share:	$	0.46	$	0.12
Anti-dilutive securities excluded from the
computation of diluted EPS		1,932,324		1,992,478

Reclassifications

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation, including the presentation of revenue equipment acquired through partial non-monetary exchanges and the resulting effect on previously reported capital expenditures and proceeds from sales of property and equipment.

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Income Taxes (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Income Taxes [Abstract]
Recognized income tax provision	$ 15,776,000	$ 14,439,000
Income tax reconciliation audit settlement		5,900,000
Effective tax rate of discrete adjustments	38.60%	37.30%
Income tax receivables	$ 9,200,000		$ 4,800,000

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2012

Defined Benefit Pension Plans [Member]

Defined Benefit Plan Disclosure [Line Items]

Components Of Net Periodic Benefit Expense (Income)

	Qualified Pension Plans						Non-Qualified Pension Plans
	Three Months Ended March 31,							Three Months Ended March 31,
(Dollars in thousands)	2012			2011				2012		2011
Interest cost on benefit obligation	$	17,502		$	17,970			$	856	$	937
Expected return on plan assets		(21,111	)		(21,542	)			--		--
Amortization of net loss		4,830			2,739				281		157
Net periodic benefit expense (income)	$	1,221		$	(833	)		$	1,137	$	1,094

Postretirement Medical Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Components Of Net Periodic Benefit Expense (Income)

	Three Months Ended March 31,
(Dollars in thousands)	2012			2011
Service cost	$	423		$	405
Interest cost on benefit obligation		1,021			1,121
Amortization of prior service credit		(302	)		(303	)
Net periodic benefit expense	$	1,142		$	1,223

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Goodwill And Intangible Assets (Schedule Of Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Goodwill And Intangible Assets [Abstract]
Remaining nine months of 2012	$ 2,154
2013	2,356
2014	2,356
2015	2,356
2016	2,356
2017	$ 1,571

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Statements Of Consolidated Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Statements Of Consolidated Comprehensive Income [Abstract]
Net Income	$ 25,646	$ 6,922
Other Comprehensive Income:
Foreign currency translation adjustment	730	994
Unrealized gain on available-for-sale security, net of deferred tax of $45 and $24, respectively	70	37
Employee benefit plans
Amortization of actuarial loss included in expense, net of deferred tax of $1,858 and $1,011, respectively	2,951	1,582
Other Comprehensive Income	3,751	2,613
Comprehensive Income	$ 29,397	$ 9,535

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Segment Reporting

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Segment Reporting

3. Segment Reporting

Con-way discloses segment information in the manner in which the business units are organized for making operating decisions, assessing performance and allocating resources. For the periods presented, Con-way is divided into the following four reporting segments:

· Freight. The Freight segment consists of the operating results of the Con-way Freight business unit, which provides regional, inter-regional and transcontinental less-than-truckload freight services throughout North America.

· Logistics. The Logistics segment consists of the operating results of the Menlo Worldwide Logistics business unit, which develops contract-logistics solutions, including the management of complex distribution networks and supply-chain engineering and consulting, and also provides multimodal freight-brokerage services.

· Truckload. The Truckload segment consists of the operating results of the Con-way Truckload business unit, which provides asset-based full-truckload freight services throughout North America.

· Other. The Other reporting segment consists of the operating results of Road Systems, a trailer manufacturer, and certain corporate activities for which the related income or expense has not been allocated to other reporting segments.

Financial Data

Management evaluates segment performance primarily based on revenue and operating income (loss). Accordingly, investment income, interest expense, and other non-operating items are not reported in segment results. Corporate expenses are generally allocated based on measurable services provided to each segment, or for general corporate expenses, based on segment revenue. Inter-segment revenue and related operating income (loss) have been eliminated to reconcile to consolidated revenue and operating income. Transactions between segments are generally based on negotiated prices.

(Dollars in thousands)	Three Months Ended March 31,
	2012			2011
Revenues before Inter-segment Eliminations
Freight	$	831,047		$	767,741
Logistics		419,146			369,975
Truckload		157,323			145,215
Other		14,291			11,997
Inter-segment Revenue Eliminations		(55,646	)		(49,301	)
	$	1,366,161		$	1,245,627
Inter-segment Revenue Eliminations
Freight	$	12,406		$	11,291
Logistics		10,345			6,161
Truckload		19,566			20,846
Other		13,329			11,003
	$	55,646		$	49,301
Revenues from External Customers
Freight	$	818,641		$	756,450
Logistics		408,801			363,814
Truckload		137,757			124,369
Other		962			994
	$	1,366,161		$	1,245,627
Operating Income (Loss)
Freight	$	34,502		$	20,344
Logistics		12,294			8,646
Truckload		10,550			7,083
Other		(1,656	)		623
	$	55,690		$	36,696

XML

Segment Reporting (Operating Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	$ 1,366,161	$ 1,245,627
Inter-segment Revenue Eliminations	55,646	49,301
Revenues from External Customers	1,366,161	1,245,627
Operating Income (Loss)	55,690	36,696
Freight [Member]
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	831,047	767,741
Inter-segment Revenue Eliminations	12,406	11,291
Revenues from External Customers	818,641	756,450
Operating Income (Loss)	34,502	20,344
Logistics [Member]
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	419,146	369,975
Inter-segment Revenue Eliminations	10,345	6,161
Revenues from External Customers	408,801	363,814
Operating Income (Loss)	12,294	8,646
Truckload [Member]
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	157,323	145,215
Inter-segment Revenue Eliminations	19,566	20,846
Revenues from External Customers	137,757	124,369
Operating Income (Loss)	10,550	7,083
Other [Member]
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	14,291	11,997
Inter-segment Revenue Eliminations	13,329	11,003
Revenues from External Customers	962	994
Operating Income (Loss)	(1,656)	623
Inter-Segment Revenue Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues before Inter-segment Eliminations	$ (55,646)	$ (49,301)

XML

Fair-Value Measurements (Tables)

3 Months Ended

Mar. 31, 2012

Fair-Value Measurements [Abstract]

Summary Of Valuation Of Financial Instruments At Fair-Value

	March 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	351,020	$	84,870	$	266,150	$	--
Current marketable securities		16,215		--		16,215		--
Other marketable securities		5,394		--		--		5,394

	December 31, 2011
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	398,450	$	84,872	$	313,578	$	--
Current marketable securities		13,255		--		13,255		--
Other marketable securities		5,354		--		--		5,354

Changes In Fair Values Of Auction-Rate Security

(Dollars in thousands)	Auction-rate security
Balance at December 31, 2010	$	6,039
Unrealized loss		(10	)
Partial redemption		(675	)
Balance at December 31, 2011	$	5,354
Unrealized gain		115
Partial redemption		(75	)
Balance at March 31, 2012	$	5,394