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, 2013

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 Section 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  ý    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  ý    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:

Large accelerated filer ý  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 ý

The number of shares of common stock outstanding as of April 30, 2013 was 56,339,759.

1

CON-WAY INC.
FORM 10-Q
Quarter Ended March 31, 2013
Table of Contents
					Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
			Consolidated Balance Sheets -
				March 31, 2013 and December 31, 2012	3
			Statements of Consolidated Income -
				Three Months Ended March 31, 2013 and 2012	5
			Statements of Consolidated Comprehensive Income -
				Three Months Ended March 31, 2013 and 2012	6
			Statements of Consolidated Cash Flows -
				Three Months Ended March 31, 2013 and 2012	7
			Notes to Consolidated Financial Statements		8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations			15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk			26
	Item 4.	Controls and Procedures			27
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings			28
	Item 1A.	Risk Factors			28
	Item 6.	Exhibits			29
	Signatures				30

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
	March 31,			December 31,
ASSETS	2013			2012
	(Unaudited)
Current Assets
Cash and cash equivalents	$	404,531		$	429,784
Marketable securities	—			3,200
Trade accounts receivable, net	615,286			567,097
Other accounts receivable	56,226			43,912
Operating supplies, at lower of average cost or market	24,378			23,180
Prepaid expenses	63,629			49,681
Deferred income taxes	27,237			34,520
Total Current Assets	1,191,287			1,151,374
Property, Plant and Equipment
Land	195,737			195,737
Buildings and leasehold improvements	844,857			840,966
Revenue equipment	1,732,586			1,746,816
Other equipment	331,729			329,730
	3,104,909			3,113,249
Accumulated depreciation	(1,538,409		)	(1,526,648		)
Net Property, Plant and Equipment	1,566,500			1,586,601
Other Assets
Deferred charges and other assets	35,168			33,963
Capitalized software, net	20,349			20,365
Employee benefits	11,301			10,951
Intangible assets, net	10,408			10,997
Goodwill	338,029			338,164
	415,255			414,440
Total Assets	$	3,173,042		$	3,152,415
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CON-WAY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
	March 31,			December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY	2013			2012
	(Unaudited)
Current Liabilities
Accounts payable	$	366,652		$	330,665
Accrued liabilities	228,537			253,209
Self-insurance accruals	105,862			100,828
Short-term borrowings	2,830			6,982
Current maturities of long-term debt and capital leases	15,480			16,008
Total Current Liabilities	719,361			707,692
Long-Term Liabilities
Long-term debt	719,050			719,016
Long-term obligations under capital leases	27,710			30,355
Self-insurance accruals	143,884			143,735
Employee benefits	589,286			603,619
Other liabilities and deferred credits	37,857			32,201
Deferred income taxes	77,521			77,412
Total Liabilities	2,314,669			2,314,030
Commitments and Contingencies (Note 8)
Shareholders' Equity
Common stock, $0.625 par value; authorized 100,000,000 shares;
issued 63,946,222 and 63,565,453 shares, respectively	39,942			39,701
Additional paid-in capital, common stock	624,244			614,334
Retained earnings	975,327			966,939
Cost of repurchased common stock
(7,644,407 and 7,583,471 shares, respectively)	(328,221		)	(326,128		)
Accumulated other comprehensive loss	(452,919		)	(456,461		)
Total Shareholders' Equity	858,373			838,385
Total Liabilities and Shareholders' Equity	$	3,173,042		$	3,152,415
The accompanying Notes to Consolidated Financial Statements 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,
	2013			2012
Revenues	$	1,336,164		$	1,366,161
Costs and Expenses
Salaries, wages and employee benefits	517,841			522,470
Purchased transportation	348,523			368,051
Other operating expenses	157,697			136,515
Fuel and fuel-related taxes	137,412			143,831
Depreciation and amortization	55,928			51,842
Rents and leases	29,850			28,700
Maintenance	29,332			31,910
Purchased labor	27,982			27,152
	1,304,565			1,310,471
Operating Income	31,599			55,690
Other Income (Expense)
Investment income	164			235
Interest expense	(13,505		)	(13,794		)
Miscellaneous, net	(1,483		)	(709		)
	(14,824		)	(14,268		)
Income before Income Tax Provision	16,775			41,422
Income Tax Provision	2,770			15,776
Net Income	$	14,005		$	25,646
Weighted-Average Common Shares Outstanding
Basic	56,096,637			55,703,722
Diluted	56,731,972			56,257,783
Earnings per Common Share
Basic	$	0.25		$	0.46
Diluted	$	0.25		$	0.46
The accompanying Notes to Consolidated Financial Statements 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,
	2013		2012
Net Income	$	14,005	$	25,646
Other Comprehensive Income (Loss):
Foreign currency translation adjustment	440		730
Unrealized gain on available-for-sale security,
net of deferred tax of $0 and $45, respectively	—		70
Employee benefit plans
Net loss included in net periodic benefit expense or income, net of deferred tax of $1,922 and $1,975, respectively	3,007		3,133
Amortization of prior service cost or credit included in net periodic benefit expense or income, net of deferred tax of $61 and $117, respectively	95		(182		)
	3,102		2,951
Total Other Comprehensive Income	3,542		3,751
Comprehensive Income	$	17,547	$	29,397
The accompanying Notes to Consolidated Financial Statements 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,
	2013			2012
Cash and Cash Equivalents, Beginning of Period	$	429,784		$	438,010
Operating Activities
Net income	14,005			25,646
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization, net of accretion	55,673			51,593
Non-cash compensation and employee benefits	9,180			8,720
Increase in deferred income taxes	5,556			15,532
Provision for uncollectible accounts	401			1,158
Loss (Gain) from sales of property, equipment and investment, net	249			(1,450		)
Changes in assets and liabilities:
Receivables	(49,353		)	(68,093		)
Prepaid expenses	(9,307		)	(13,482		)
Accounts payable	26,290			40,366
Accrued variable compensation	(44,256		)	(35,459		)
Accrued liabilities, excluding accrued variable compensation
and employee benefits	39,831			42,359
Self-insurance accruals	(1,157		)	1,009
Accrued income taxes	(5,483		)	(4,509		)
Employee benefits	(15,675		)	(8,236		)
Other	1,393			(2,325		)
Net Cash Provided by Operating Activities	27,347			52,829
Investing Activities
Capital expenditures	(49,686		)	(82,486		)
Software expenditures	(960		)	(873		)
Proceeds from sales of property and equipment	1,396			5,759
Purchases of marketable securities	—			(5,000		)
Proceeds from sales of marketable securities	3,200			2,115
Net Cash Used in Investing Activities	(46,050		)	(80,485		)
Financing Activities
Repayment of capital leases	(3,173		)	(4,816		)
Net proceeds from (repayments of) short-term borrowings	(4,162		)	1,248
Proceeds from exercise of stock options	5,669			279
Excess tax benefit from share-based compensation	733			1,360
Payments of common dividends	(5,617		)	(5,579		)
Net Cash Used in Financing Activities	(6,550		)	(7,508		)
Decrease in Cash and Cash Equivalents	(25,253		)	(35,164		)
Cash and Cash Equivalents, End of Period	$	404,531		$	402,846
Supplemental Disclosure
Cash paid for income taxes, net	$	1,897		$	3,400
Cash paid for interest	$	15,929		$	16,200
Non-cash Investing and Financing Activities
Revenue equipment acquired through partial non-monetary exchanges	$	6,394		$	6,908
The accompanying Notes to Consolidated Financial Statements 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 three reporting segments: Freight, Logistics, and Truckload.

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2012 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,
	2013		2012
Numerator:
Net income	$	14,005	$	25,646
Denominator:
Weighted-average common shares outstanding	56,096,637		55,703,722
Stock options and nonvested stock	635,335		554,061
	56,731,972		56,257,783
Diluted Earnings per Share:	$	0.25	$	0.46
Anti-dilutive securities excluded from the
computation of diluted EPS	1,141,137		1,932,324

New Accounting Standards

In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU, codified in the "Foreign Currency Matters" topic of the FASB Accounting Standards Codification, resolves the differing views in practice about whether the deconsolidation guidance in the "Consolidation" topic of the FASB Accounting Standards Codification impacts the guidance in "Foreign Currency Matters" topic in regard to when to release the cumulative translation adjustment into earnings. Under this ASU, complete or substantially complete liquidation of the foreign entity is required to release the cumulative translation adjustment for transactions occurring within a foreign entity. However, for transactions impacting the parent's investments in a foreign entity, the cumulative translation adjustment should be released into earnings in a manner consistent with the deconsolidation guidance in the "Consolidation" topic. This accounting guidance in ASU 2013-05 will be applied prospectively

8

and will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Con-way does not believe that the standard will have a material effect on its financial statements.

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation.

2. Goodwill and Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill:

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Balance at December 31, 2011
Goodwill	$	55,440		$	464,598		$	727	$	520,765
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,204			329,785			727		337,716
Change in foreign currency exchange rates	448			—			—		448
Balances at December 31, 2012
Goodwill	55,888			464,598			727		521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(135		)	—			—		(135		)
Balances at March 31, 2013
Goodwill	55,753			464,598			727		521,078
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	$	7,517		$	329,785		$	727	$	338,029

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful life. In the first quarter of 2013, amortization expense related to intangible assets was $0.6 million compared to $0.8 million in the same period of 2012. Intangible assets consisted of the following:

	March 31, 2013				December 31, 2012
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	12,680	$	23,088	$	12,091

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 2013	$	1,767
2014	2,356
2015	2,356
2016	2,356
2017	1,571
2018	—

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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 three 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.

In prior periods, the Other reporting segment consisted 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. Beginning in the first quarter of 2013, the former Other segment was reported as Corporate and Eliminations in order to reconcile the segment results to the consolidated totals. All periods presented reflect this change to the reporting segment structure.

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. Beginning in the first quarter of 2013, defined benefit pension plan costs were no longer allocated from Corporate to the reporting segments. The amount of defined benefit pension cost retained in Corporate and Eliminations for the three months ended March 31, 2013 was $1.1 million. For the three months ended March 31, 2012, $2.4 million of defined benefit pension cost was allocated from Corporate to the three reporting segments. 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,
	2013			2012
Revenues from External Customers
Freight	$	817,136		$	818,641
Logistics	378,728			408,801
Truckload	138,349			137,757
Corporate and Eliminations	1,951			962
	$	1,336,164		$	1,366,161
Revenues from Internal Customers
Freight	$	10,400		$	12,406
Logistics	13,629			10,345
Truckload	18,654			19,566
Corporate and Eliminations	14,652			13,329
	$	57,335		$	55,646
Operating Income (Loss)
Freight	$	16,024		$	34,502
Logistics	6,532			12,294
Truckload	9,955			10,550
Corporate and Eliminations	(912		)	(1,656		)
	$	31,599		$	55,690

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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, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	345,784	$	64,592	$	281,192	$	—

	December 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	378,266	$	70,488	$	307,778	$	—
Current marketable securities	3,200		—		3,200		—

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, 2013, 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.

5.Employee Benefit Plans

In the periods presented, certain 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 2012 Annual Report on Form 10-K for additional information concerning its employee benefit 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 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)	2013			2012			2013		2012
Interest cost on benefit obligation	$	17,589		$	17,502		$	804	$	856
Expected return on plan assets	(22,657		)	(21,111		)	—		—
Amortization of actuarial loss	4,650			4,827			279		281
Amortization of prior-service costs	418			3			1		—
Net periodic benefit expense	$	—		$	1,221		$	1,084	$	1,137

11

Con-way expects to make contributions of $55.3 million to its Qualified Pension Plans in 2013, including $8.3 million contributed through March 2013. Con-way's estimate of its 2013 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 defined contribution retirement plans was $13.3 million in the first quarter of 2013, compared to $12.9 million in the same period of 2012.

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)	2013			2012
Service cost	$	429		$	423
Interest cost on benefit obligation	891			1,021
Amortization of prior-service credit	(263		)	(302		)
Net periodic benefit expense	$	1,057		$	1,142

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 nonvested stock (also known as restricted stock), performance-share plan units, stock options and stock appreciation rights ("SARs"). See Note 11, “Share-Based Compensation,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2012 Annual Report on Form 10-K for additional information concerning its share-based compensation awards.

The following expense was recognized for share-based compensation:

	Three Months Ended March 31,
(Dollars in thousands)	2013			2012
Salaries, wages and employee benefits	$	6,031		$	5,062
Deferred income tax benefit	(2,347		)	(1,965		)
Net share-based compensation expense	$	3,684		$	3,097

At March 31, 2013 and December 31, 2012, Con-way had recognized accrued liabilities for cash-settled SARs of $4.9 million and $3.6 million, respectively, using a weighted-average fair value per SAR of $12.41 and $7.43, respectively.

7. Income Taxes

Con-way's first-quarter effective tax rate in 2013 was 16.5%, compared to the first-quarter 2012 effective tax rate of 38.1%. Significant variations in the customary relationship between income tax expense and pretax income are largely due to discrete adjustments. The 2013 tax rate was impacted by a $3.4 millionbenefit for discrete adjustments, mainly the result of a $3.3 million benefit for the alternative-fuel tax credits for 2012 that were recognized in the first quarter of 2013 because of a retroactive change to tax laws. The 2012 tax rate reflects a $0.2 millionbenefit for discrete adjustments.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $11.7 million and $6.6 million at March 31, 2013 and December 31, 2012, respectively.

8. Commitments and Contingencies

Outsourcing Contracts

Con-way has agreements with third-party service providers to outsource a significant portion of its information-technologyinfrastructure function and a small portion of its administrative and accounting functions. The payments under the terms of the

12

agreements are subject to change depending on the quantities and types of services consumed. The contracts also containprovisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additionalfees if termination is for causes other than the failure of the service providers to perform.

California Wage and Hour

Con-way is a defendant in several class action lawsuits alleging violations of the state of California's wage and hour laws. Plaintiffs allege that Con-way failed to pay certain drivers for all compensable time and that certain other drivers were not provided with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys' fees. The two primary cases are Jorge R. Quezada v. Con-way Inc., dba Con-way Freight, (the "Quezada" case), and Jose AlbertoFonseca Pina, et al, v. Con-way Freight Inc., et al. (the "Pina" case). The Quezada case was initially filed in February 2009 in San Mateo County Superior Court, and was removed to the U.S. District Court of California, Northern District. The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. By agreement of the parties, in March 2010, the Pina case and the Quezada case were deemed related and transferred to the same judge. On April 12, 2012, the Court granted Plaintiff's request for class certification in the Pina case as to a limited number of issues. On October 15, 2012, the Court granted Plaintiffs' request for class certification in the Quezada case and granted summary judgment as to certain issues. Con-way has denied any liability with respect to these claims and intends to vigorously defend itself in this case. Con-way plans to appeal the class certification and summary judgment rulings. Given the nature and status of the claims, Con-way cannot yet determine the amount or a reasonable range of potential loss, if any.

Menlo Worldwide Logistics Receivable Dispute

Menlo Worldwide Logistics ("Menlo") filed for and received an asset preservation order from the Ningxia High Court in China in April of 2013 in connection with an unpaid accounts receivable balance.  The order secures customer's assets for the equivalent unpaid accounts receivable balance.  Following the customer's failure to pay $6.1 million within agreed upon terms, Menlo, in the fourth quarter of 2012 recorded an allowance of $2.3 million leaving a remaining balance of$3.8 million. In connection with that, Menlo seized coal inventory and the customer provided two shareholder's personal guarantees to Menlo in the event the customer fails to pay any or all the unpaid accounts receivable balance after selling all its assets including the coal inventory.  Menlo's ability to settle the remaining receivable balance is dependent on the amount of proceeds realized from a sale of the coal inventory, any assets of the customer and the two personal guarantors.  

Other

Con-way is a defendant in various other lawsuits incidental to its businesses. It is the opinion of management that the ultimate outcome of these actions will not have a material effect on Con-way's financial condition, results of operations or cash flows.

13

9.Shareholders' Equity

Accumulated Other Comprehensive Loss

All changes in equity, except those resulting from investments by owners and distributions to owners, are reported in the statements of consolidated comprehensive income.

In the first quarter of 2013, Con-way adopted ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This ASU, codified in the “Comprehensive Income” topic of the FASB Accounting Standards Codification, requires additional disclosures about the amounts reclassified out of other comprehensive income and the changes in the balances for each component of comprehensive income or loss included in accumulated other comprehensive loss. In 2012, Con-way adopted related “Comprehensive Income” standards by presenting the components of other comprehensive income (loss) in the statements of consolidated comprehensive income (loss), including separate disclosure of reclassification adjustments.

The following is a summary of the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss:

		Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012		$	(1,295	)	$	(455,166	)	$	(456,461	)
	Other comprehensive income before reclassifications	440			—			440
	Amounts reclassified from accumulated other comprehensive loss	—			3,102			3,102
Balances at March 31, 2013		$	(855	)	$	(452,064	)	$	(452,919	)

See Note 5, “Employee Benefit Plans” for additional information concerning Con-way's employee benefit plans, including amounts reported for net periodic benefit expense.

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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 three 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.

In prior periods, the Other reporting segment consisted 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. Beginning in the first quarter of 2013, the former Other segment was reported as Corporate and Eliminations in order to reconcile the segment results to the consolidated totals. All periods presented reflect this change to the reporting segment structure.

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 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 relatively high fixed-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,
	2013		2012
Revenues	$	1,336,164	$	1,366,161
Operating expenses	1,304,565		1,310,471
Operating income	31,599		55,690
Other non-operating expense	14,824		14,268
Income before income tax provision	16,775		41,422
Income tax provision	2,770		15,776
Net income	$	14,005	$	25,646
Diluted earnings per share	$	0.25	$	0.46

Overview

Con-way's first-quarter consolidated revenue decreased2.2% in 2013 compared with 2012, primarily the result of lower revenue from Logistics due to a decline in volumes. First-quarter revenue also declined at Freight and Truckload mainly as a result of fewer working days in the first quarter of 2013 when compared to the first quarter of 2012.

Con-way's consolidated operating income in the first quarter decreased43.3% to $31.6 million in 2013 from $55.7 million in 2012, primarily the result of significant declines at the Freight and Logistics reporting segments. The declines at Freight and Logistics were largely the result of increased operating expenses.

Con-way's first-quarter effective tax rate in 2013 was 16.5%, compared with 38.1% in 2012. Both years included discrete tax adjustments that impacted the effective tax rate, as more fully discussed in Note 7, “Income Taxes,” of Item 1, “Financial Statements.”

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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. Both revenue from external customers and revenue from internal customers are reported 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,
	2013			2012
Revenue before inter-segment eliminations	$	827,536		$	831,047
Salaries, wages and employee benefits	377,745			380,496
Purchased transportation	145,914			138,275
Other operating expenses	124,316			109,371
Fuel and fuel-related taxes	93,844			98,305
Depreciation and amortization	32,384			29,972
Rents and leases	11,762			12,096
Maintenance	21,575			23,596
Purchased labor	3,972			4,434
Total operating expenses	811,512			796,545
Operating income	$	16,024		$	34,502
Operating margin	1.9		%	4.2		%
	2013 vs. 2012
Selected Operating Statistics
Weight per day	-1.3		%
Revenue per hundredweight ("yield")	+3.7		%
Shipments per day ("volume")	-1.8		%
Weight per shipment	+0.5		%

Freight's revenue in the first quarter of 2013 decreased 0.4% from the same quarter of 2012. The decrease in revenue was primarily due to 1.5 fewer working days in the first quarter of 2013. Revenue was also partly impacted by the 1.3% decrease in weight per day, which reflects a 1.8% decline in shipments per day, partially offset by a 0.5% increase in weight per shipment. These declines were mostly offset by a 3.7% increase in yield, which reflected increased length of haul, increased base freight rates and higher fuel surcharge revenue.

Yield excluding fuel surcharges increased by 3.4% in the first quarter of 2013. Freight's fuel-surcharge revenue increased in 2013 to 17.8% of revenue from 17.5% in 2012. 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.”

Freight's operating income decreased 53.6% in the first quarter of 2013 compared to the first quarter of 2012. The decrease in operating income was the result of reduced margins, largely driven by increased operating expenses. Key initiatives to improve operating results at Freight consist of lane-based pricing and line-haul optimization. These initiatives will be implemented over the course of 2013.

In the first quarter of 2013, expenses for salaries, wages and employee benefits decreased 0.7% from the same period in 2012, largely due to decreases in employee benefits and variable compensation expenses, partially offset by increases in salaries and

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wages. Employee benefits expense decreased 5.4%, primarily due to lower expenses for workers' compensation claims and payroll taxes. Lower expense for workers' compensation claims reflects a decrease in cost per claim, partially offset by an increase in the number of claims. The decrease in expenses for payroll taxes is primarily due to decreases in certain payroll-tax rates. Variable-compensation expense decreased $4.4 million or 59.9% in the first quarter of 2013, primarily based on variations in performance relative to variable-compensation plan targets. Salaries and wages, excluding variable compensation, increased 2.9%, primarily due to annual salary and wage rate increases in the second quarter of 2012 and an increase in employee hours for training associated with the line-haul optimization initiative.

Purchased transportation expense increased 5.5% in the first quarter of 2013 primarily due to increased third-party miles and higher carrier rates.

Other operating expenses increased 13.7% in the first quarter of 2013 compared with the same period in 2012. This increase was primarily due to higher expenses for information-technology services (including an early termination fee related to the transition to a new information-technology vendor), vehicular claims and uniforms. The increase in vehicular claims expense is due to increases in cost per claim and the number of claims. Cost per claim was adversely affected by a single large claim occurring during the first quarter of 2013. The increase in expense for uniforms is related to the rollout of new uniforms. Additionally, other operating expenses were adversely impacted by increased expenses as a result of adverse winter weather.

Expense for fuel and fuel-related taxes decreased 4.5% in the first quarter of 2013 primarily due to lower fuel consumption, the result of decreased miles driven by company drivers, partly offset by an increase in the cost per gallon of diesel fuel.

The increase in purchased transportation expense and the decrease in fuel expense are related. Both are due in part to a shift toward a higher proportion of miles driven by third-party carriers as opposed to company drivers. The increase in third-party miles is part of Con-way Freight's effort to reduce total line-haul costs by reducing empty miles. The increase in third-party miles was more than offset by the decrease in miles driven by company drivers.

Depreciation and amortization expense increased 8.0% in the first quarter of 2013 compared to the first quarter of 2012 primarily due to the replacement of older tractors with newer models. Newer models are more costly due in part to the inclusion of more expensive emissions-control and safety technology.

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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). Transportation-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 transportation-management services includes the carriers’ charges to Menlo Worldwide Logistics for transporting the shipments.

(Dollars in thousands)	Three Months Ended March 31,
	2013			2012
Revenue before inter-segment eliminations	$	392,357		$	419,146
Purchased transportation expense	(235,200		)	(263,423		)
Net revenue	157,157			155,723
Salaries, wages and employee benefits	65,330			63,022
Other operating expenses	43,540			38,715
Fuel and fuel-related taxes	151			237
Depreciation and amortization	2,203			2,628
Rents and leases	17,163			15,847
Maintenance	570			976
Purchased labor	21,668			22,004
Total operating expenses excluding purchased transportation	150,625			143,429
Operating income	$	6,532		$	12,294
Operating margin on revenue	1.7		%	2.9		%
Operating margin on net revenue	4.2		%	7.9		%

In the first quarter of 2013, Logistics' revenue decreased6.4% due to an 8.6% decrease in revenue from transportation-management services and a 0.6% decrease from warehouse-management services. In 2013, lower revenue from transportation-management services and warehouse-management services was primarily due to lower volumes. The decline in volumes for transportation-management services includes the effect of the termination of certain customer contracts and lower volumes from existing contracts. These declines were partially offset by increases from new business.

Logistics’ net revenue in the first quarter of 2013increased0.9% primarily due to an increase in transportation-management net revenue, which increased 4.7%. The increase in transportation-management net revenue was due to an increase in revenue from performance-based arrangements. Under performance-based arrangements, revenue is recognized upon the achievement of contractually specified performance measures typically without an associated increase in operating expenses. Purchased transportation expense decreased 10.7% in the first quarter of 2013 primarily due to lower volumes in transportation-management services.

In the first quarter, Logistics’ operating income decreased46.9% to $6.5 million in 2013 from $12.3 million in 2012. Lower operating income was primarily due to increases in other operating expenses, and salaries, wages and employee benefits expense, partially offset by the increase in net revenue. Operating income was also adversely affected by the termination of certain customer contracts.

Salaries, wages and employee benefits increased3.7% in the first quarter of 2013. In the first quarter, salaries and wages, excluding variable compensation, rose 7.0% primarily due to increased average employee counts. A change in the mix of services performed for transportation-management customers resulted in additional labor requirements at certain customers. Employee benefits expense increased 4.8% in the first quarter of 2013, primarily due to increased costs for employee medical benefits as the result of increases in the number of claims and the expense per claim. Variable-compensation expense decreased $1.5 million or 38.3% in the first quarter of 2013 based primarily on variations in performance relative to variable-compensation plan targets.

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Other operating expenses increased12.5% in the first quarter of 2013, primarily due to higher costs for information-technology projects and infrastructure, and an early termination fee related to the transition to a new information-technology vendor.

In the first quarter of 2013, expenses for rents and leases increased8.3% primarily due to increases in the number of leased warehouse facilities, including facilities to support customer contracts that were in the start-up phase during the first quarter of 2013.

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.

(Dollars in thousands)	Three Months Ended March 31,
	2013			2012
Freight revenue	$	116,280		$	116,253
Fuel-surcharge revenue	36,082			36,406
Other revenue	4,641			4,664
Revenue before inter-segment eliminations	157,003			157,323
Salaries, wages and employee benefits	49,955			52,910
Purchased transportation	9,884			8,398
Other operating expenses	15,922			15,854
Fuel and fuel-related taxes	43,385			45,164
Depreciation and amortization	18,385			16,595
Rents and leases	356			324
Maintenance	8,893			7,251
Purchased labor	268			277
Total operating expenses	147,048			146,773
Operating income	$	9,955		$	10,550
Operating margin on revenue	6.3		%	6.7		%
Operating margin on revenue
excluding fuel-surcharge revenue	8.2		%	8.7		%
	2013 vs. 2012
Selected Operating Statistics
Freight revenue per loaded mile	+3.3		%
Loaded miles	-3.1		%

Truckload’s revenue was relatively unchanged in the first quarter of 2013 from the same period of 2012, primarily due to a 3.3%increase in revenue per loaded mile, partially offset by a 3.1%decrease in loaded miles. The decrease in loaded miles was attributable to a 4.6% decrease in tractor productivity (as measured by miles per tractor) partially offset by a 1.5% increase in the fleet size.Tractor productivity was adversely affected by a decline in workdays and severe winter weather.

For the first quarter, Truckload's operating income decreased 5.6% to $10.0 million in 2013 from $10.6 million in 2012. Lower operating income in the first quarter of 2013 was due to slightly lower revenue and higher operating expenses. Higher operating expenses were primarily due to increases in depreciation and amortization, and maintenance.

Salaries, wages and employee benefits decreased5.6% in the first quarter of 2013 primarily due to a 21.0% decrease in expenses for employee benefits. Lower expenses for employee benefits reflects declines in costs for workers' compensation claims and employee medical benefits. Expenses for workers' compensation claims decreased primarily due to a decrease in expense per claim. Expenses for employee medical benefits decreased in the first quarter of 2013 due to decreases in the number of claims and expense per claim.

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Purchased transportation expense increased17.7% in the first quarter of 2013 due to increased miles driven by Truckload's owner-operator fleet.

Expenses for fuel and fuel-related taxes decreased 3.9% in the first quarter of 2013 primarily due to fewer miles driven by company drivers.

Depreciation and amortization expense increased 10.8% in the first quarter of 2013 reflecting the higher cost of new tractors. Newer models are more costly due in part to the inclusion of more expensive emissions-control and safety technology.

Maintenance expense increased 22.6% in the first quarter of 2013. Based on axle specifications, Truckload's 2012 model-year tractors required tire replacement on an accelerated schedule compared to older models, which resulted in higher maintenance expense in the first quarter of 2013. Increased maintenance expense also included higher costs to maintain newer equipment with more complex emission-control technology, which is subject to more frequent servicing during winter months.

Corporate and Eliminations

Corporate and Eliminations 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. Beginning in 2013, costs associated with the defined benefit pension plans are included in Corporate and Eliminations as other corporate costs. The amount of defined benefit pension cost retained in Corporate and Eliminations for the three months ended March 31, 2013 was $1.1 million. In prior periods, these costs are included in the results of the Freight, Logistics and Truckload reporting segments. The table below summarizes components of Corporate and Eliminations other than inter-segment revenue eliminations:

(Dollars in thousands)	Three Months Ended March 31,
	2013			2012
Revenue before inter-segment eliminations
Road Systems	$	16,603		$	14,291
Operating income (loss)
Road Systems	$	30		$	(76	)
Con-way reinsurance activities	482			(1,219		)
Con-way corporate properties	(407		)	(349		)
Other corporate costs	(1,017		)	(12		)
	$	(912	)	$	(1,656	)

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Liquidity and Capital Resources

Cash and cash equivalents decreased to $404.5 million at March 31, 2013 from $429.8 million at December 31, 2012, as $46.1 million used in investing activities and $6.6 million used in financing activities exceeded $27.3 millionprovided 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 short-term borrowings and 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,
	2013			2012
Operating Activities
Net income	$	14,005		$	25,646
Non-cash adjustments (1)	71,059			75,553
Changes in assets and liabilities	(57,717		)	(48,370		)
Net Cash Provided by Operating Activities	27,347			52,829
Net Cash Used in Investing Activities	(46,050		)	(80,485		)
Net Cash Used in Financing Activities	(6,550		)	(7,508		)
Decrease in Cash and Cash Equivalents	$	(25,253	)	$	(35,164	)
(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 2013, net income and non-cash adjustments collectively decreased operating cash flows $16.1 million from the same period of 2012. Changes in assets and liabilities decreased operating cash flows by $9.3 million in the first three months of 2013 compared to the same period of 2012. Significant comparative changes include accrued variable compensation and employee benefits.

Accrued variable compensation used$44.3 million in the first three months of 2013, compared to $35.5 millionused in the same prior-year period. Variations in performance relative to variable-compensation plan targets resulted in a higher level of payments in the first three months of 2013 when compared to the prior-year period.

Employee benefits used $15.7 million in the first three months of 2013, compared to $8.2 million used in the same prior-year period primarily due to an increase in pension funding contributions. In the first three months of 2013, Con-way contributed $8.3 million to its qualified pension plans, compared to $3.5 million in the first three months of 2012.

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 $49.7 million in 2013, compared to $82.5 million in 2012. Lower capital expenditures in 2013 reflect variations in the timing of capital expenditures, as Con-way expects full-year 2013 capital expenditures to be at a similar level as 2012.

Financing Activities

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

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Contractual Cash Obligations

Con-way’s contractual cash obligations as of December 31, 2012 are summarized in Item 7, “Management’s Discussion and Analysis – Liquidity and Capital Resources – Contractual Cash Obligations,” of Con-way’s 2012 Annual Report on Form 10-K. Except for changes in agreements with third-party service providers in connection with Con-way's outsourced information-technology infrastructure functions, there have been no material changes in Con-way's contractual obligations outside the ordinary course of business. As a result of these changes, the estimated contractual cash obligations for outsourcing contracts have increased by approximately $128 million from the $187 million reported in Con-way's 2012 Annual Report on Form 10-K. The increase was due to additional infrastructure functions being outsourced and an extension of the contract term for certain outsourced functions. Payments under the new agreement are expected to be relatively even over the term of the agreement through its expiration in January 2019.

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 may utilize 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, 2013, no cash borrowings were outstanding under the credit facility; however, $137.4 million of letters of credit were outstanding, leaving $187.6 million of available capacity for additional letters of credit or cash borrowings, subject to compliance with financial covenants and other customary conditions of borrowing. At March 31, 2013, 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 $63.6 million at March 31, 2013, which are available to support short-term borrowings, letters of credit, bank guarantees and overdraft facilities. At March 31, 2013, $2.8 million of cash borrowings and $17.4 million of other credit commitments were outstanding leaving $43.4 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 2012 Annual Report on Form 10-K for additional information concerning Con-way’s $325 million credit facility and its other debt instruments.

In 2013, 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 2013 capital expenditures may differ from the estimated amount depending on factors such as availability and timing of delivery of equipment.

At March 31, 2013, Con-way’s senior unsecured debt was rated as investment grade by Standard and Poor’s (BBB-), Fitch Ratings (BBB-), and Moody’s (Baa3). Standard and Poor's, Fitch Ratings, and Moody's 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 2012 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 2012 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 invests in cash-equivalent investments and marketable securities that earn investment income. For the periods presented, the amount of investment income earned on Con-way’s investments was not material.

Based on the fixed interest rates and maturities of its long-term debt, fluctuations in market interest rates would not significantly affect Con-way’s operating results or cash flows.

As discussed more fully in “Critical Accounting Policies and Estimates,” of Con-way's 2012 Annual Report on Form 10-K, the amounts recognized as pension expense and the accrued pension liability for Con-way’s defined benefit pension plans depend upon a number of assumptions and factors, including the discount rate used to measure the present value of the pension obligations.

Fuel

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

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

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

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.

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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.

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 2012 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#.
	10.3	Con-way Inc. Executive Incentive Plan#.
(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)	Interactive Data File:
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
# 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 1, 2013	/s/ Stephen L. Bruffett
	Stephen L. Bruffett
	Executive Vice President and
	Chief Financial Officer

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EX-10.1

Exhibit 10.1

CON-WAY INC.

GLOBAL RESTRICTED STOCK UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendix A, granted on the 11^th day of February, 2013 ("Grant Date"), by Con-way Inc., a Delaware corporation (hereinafter called “Company”) to Participant.

WITNESSETH:

WHEREAS, the Company has adopted the Con-way Inc. 2012 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 employees and non-employee directors 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, motivate and retain the most qualified employees and non-employee directors; 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 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 Participant 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 Participant 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 11 of the Plan (hereinafter called the “Restricted Stock Units”), subject to the requirement that Participant remains in Continuous Service 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, “Continuous Service” means (i) an Employee or Director or (ii) an Employee who is on an authorized medical, Disability or other leave from the Company 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 (3^rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service 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 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 Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:

(1) Participant's death; or

(2) Termination of employment due to Disability.

(c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units which have not vested shall vest upon Participant'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 Participant's Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment 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 Participant's Normal Retirement.

(d) (1)Upon a Change in Control (other than a Change in Control that constitutes a “Disposition of a Business Unit”, the Restricted Stock Units shall be converted, assumed or replaced with equivalent restricted stock units or rights (“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 Units are not Assumed, then immediately prior to the Change in Control such Restricted Stock Units shall become fully 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 Change in Control (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

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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, Participant is a party to a Severance Agreement (Change in Control) with the Company or an 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 Participant's employment terminates, the “CIC Severance Agreement”), then, if the Restricted Stock Units are Assumed and Participant'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 Participant's termination.

(3) Notwithstanding subsection (2) of this Section 3(d), if the Change in Control constitutes a Disposition of a Business Unit and, as of immediately prior to the Change in Control, Participant is an Employee of the Business Unit that is the subject of the Change in Control and in Continuous Service, then:

(i)If, immediately following the Change in Control, Participant 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 Employee in Continuous Service, then theRestricted Stock Units shall become fully vested on the date of the Change in Control;

(ii)If, in connection with the Change in Control, Participant ceases to be an Employee in Continuous Service 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;

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(iii)If, in connection with the Change in Control, Participant ceases to be an employee of the Business Unit but continues to be employed as an Employee in Continuous Service (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, Participant is (i) a party to a Severance Agreement (Non-Change in Control) with the Company or an 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 Participant'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 Participant's employment is terminated, the “Non-CIC Severance Policy”), then if Participant's employment terminates while Participant is an Employee in Continuous Service 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 Participant's termination of employment but only to the extent provided in the Non-CIC Severance Agreement or Non-CIC Severance Policy, as applicable.

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(2) Participant hereby acknowledges and understands that under no event or circumstance shall Participant 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) Participant shall not be eligible for the vesting acceleration or other benefits provided under subsection (d) or (e) unless Participant (or, in the event of the death of Participant, the executor, personal representative or administrator of Participant'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 Participant's employment termination.

(g) All Restricted Stock Units (if any) which have not vested shall be automatically, immediately and irrevocably forfeited if Participant ceases to be in Continuous Service 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 Participant in such Restricted Stock Units, and in any distributions contemplated by Section 4 (other than cash dividends received by Participant 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 Participant.

(h) Each vested Restricted Stock Unit will be settled by the delivery of one share of Stock to Participant, as soon as practicable, subject to satisfaction of Tax‑Related Items withholding obligations 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 52^nd 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 Participant is 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 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.

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(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.

(j) Notwithstanding Section 3(c) above, if the Committee develops a good faith belief that any provision in Section 3(c) may be found to be unlawful, discriminatory or against public policy in any relevant jurisdiction, then the Committee in its sole discretion may choose not to apply such provision to these Restricted Stock Units, nor any Restricted Stock Unit grant in Participant's jurisdiction.

4. Dividend Equivalents.

(a) Participant shall not be entitled to receive Dividend Equivalents with respect to the Restricted Stock Units and Additional Securities (defined below) held by Participant 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, Participant 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 Participant. 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 Participant 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) Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant's employer (the “Employer”), the ultimate liability for all Tax-Related Items is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledge 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, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Stock acquired pursuant to such settlement and the receipt of 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 Restricted Stock 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

6

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 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 Participant's acceptance of the Restricted Stock 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 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.

(d) Finally, 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. 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.

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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.

7. 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 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 Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;

(d) the Restricted Stock Unit grant 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 Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant's employment or service relationship (if any);

(e) Participant is voluntarily participating in the Plan;

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

(g) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock 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;

8

(i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant's ceasing to be in Continuous Service (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 Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the Employer, waives Participant's ability, if any, to bring any such claim, and releases the Company, its 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 agrees 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 Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer in Continuous Service as set forth in Section 3 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 in Continuous Service for purposes of Participant's Restricted Stock Unit grant (including whether Participant is on an authorized leave of absence);

(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock 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 Stock; and

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

(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 purpose; and

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(ii)Participant acknowledges and agrees that neither the Company, the Employer nor any 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 Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.

8. 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 the underlying shares 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.

9. 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 Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its 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 Restricted Stock 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”).

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 recipients of the Data by contacting Participant's local human resources representative. Participant 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 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

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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; the only adverse consequence of refusing or withdrawing Participant's consent is that the Company would not be able to grant Participant Restricted Stock 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 he or she may contact his or her local human resources representative.

10. 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 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 Participant 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:

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Company: Con-way Inc.

2211 Old Earhart Road, Suite 100

Ann Arbor, Michigan 48105

Attn: General Counsel

Participant: At Participant's last address provided by Participant 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, if Participant resides in the U.S., Participant may designate a beneficiary for the shares of Stock that may be issuable upon the settlement of the vested Restricted Stock Units, 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.

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 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.

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, 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 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.

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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 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.

19. Appendix. Notwithstanding any provisions in this Agreement, the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in Appendix A to this Agreement for Participant's country. Moreover, if Participant relocates to one of the countries included in Appendix A, 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. Appendix A constitutes part of this Agreement.

20. 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.

21. Counterparts. This Agreement and any additional agreements (described in Section 22 below) may be executed in counterparts, all of which taken together shall be deemed one original.

22. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant's participation in the Plan, on the Restricted Stock 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.

23. 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 Code Section 409A and becomes payable by reason of Participant's termination of employment shall be made to Participant unless Participant's termination of employment constitutes a “Separation from Service” (within the meaning of Code Section 409A); and

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(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 Code Section 409A 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 Code Section 409A; 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 Code Section 409A and will have no liability to Participant 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, Code Section 409A is not so exempt or compliant or for any action taken by the Company with respect thereto.

* * * *

Participant 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 Participant and the Company regarding the acquisition of Stock 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 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. Participant 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

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APPENDIX A

CON-WAY INC. 2012 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 Participant under the Con-way Inc. 2012 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 A are defined in the Plan and/or the Global 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 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 December 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 A 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 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 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.

CANADA

Terms and Conditions

Termination of Employment. This provision replaces section 7(j) “Nature of Grant” of the Agreement:

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(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 Restricted Stock Units under the Plan, if any, will terminate as of the earlier of (i) the date Participant is no longer actively providing Continuous Service as set forth in Section 3 of the Agreement or (ii) the date Participant receives notice of termination of employment from the Company or the Employer and will not be extended by any notice period (e.g., Participant's period of service 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 actively providing Continuous Service for purposes of the Restricted Stock Units.

Notifications

Securities Law Information. Participant is permitted to sell shares of Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Stock acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the stock is listed. The stock is currently listed on the New York Stock Exchange.

CHINA

Terms and Conditions

Legal Restrictions. To facilitate compliance with applicable laws and regulations in China, Participant agrees to immediately sell all shares of Stock issued to Participant at vesting and settlement of the Restricted Stock 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 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 Stock. Participant 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 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.

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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 Stock underlying the Restricted Stock 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 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 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

Securities Law Information. To facilitate compliance with securities laws in Hong Kong, Participant 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. 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 this Appendix A, or the Plan, Participant should obtain independent professional advice.

MEXICO

Terms and Conditions

Labor Law Acknowledgment.By accepting the Restricted Stock Unit grant, Participant 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 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.

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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 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., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., or Servicios Con-way 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 Restricted Stock 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.

Participant 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.

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 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., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., o Servicios Con-way Mexico, S. de R.L. de C.V.; la participación en el Plan tampoco genera ningún derecho entre el Beneficiario y el Patrón.

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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.

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 Stock acquired upon vesting of the Restricted Stock 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 an Affiliate in the Netherlands who has inside information as described herein.

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

SINGAPORE

Notifications

Securities Law Information. The Restricted Stock 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 Restricted Stock 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 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.).

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., 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.

Insider Trading Notification. The Participant should be aware of the Singaporean insider trading rules, which may impact the Participant's acquisition or disposal of shares of Stock or rights to shares of Stock under the Plan.  Under the Singaporean insider trading rules, the Participant is prohibited from acquiring or selling shares of Stock or rights to shares of Stock (e.g., Restricted Stock Units under the Plan) when the Participant is in possession of information that is not generally available and that the Participant knows or should know will have a material effect on the price of shares of Stock once such information is generally available.

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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 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 5 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 Exchange Act), 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 and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit.

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EX-10.2

Exhibit 10.2    

CON-WAY INC.

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

THIS AGREEMENT, including Appendices A and B, granted on the 11th day of February, 2013 ("Grant Date"), by Con-way Inc., a Delaware corporation (hereinafter called "Company") to Participant.

WITNESSETH:

WHEREAS, the Company has adopted the Con-way Inc. 2012 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 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 pursuant to Section 11 of the Plan 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 (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 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.

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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, 2013 and ending December 31, 2015 (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 the fixed three-year average EBITDA Growth goals established by the Committee and reflected in the minutes of its January 21, 2013 meeting, and except as set forth in Section 6 hereof, as determined by the Company in its sole discretion. The definition of “EBITDA Growth” (together with other relevant definitions) is set forth on Appendix A 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 an 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 established by the Committee and reflected in the minutes of its January 21, 2013 meeting. Such Performance Share Plan Units shall be deemed to be PSPUs Available for Vesting for all purposes of this Agreement.

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

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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, 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).

For purposes of this Agreement,

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

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“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 B 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, 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, 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 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.

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(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.

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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 Affiliate or Business Unit or the financial statements of the Company or any 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.

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 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

6

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.

(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).

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(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 Affiliate and shall not interfere with the ability of the Company, the Employer or any 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;

(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;

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(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 Affiliates or the Employer, waive Participant's ability, if any, to bring any such claim, and release the Company, its 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 agrees 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, 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);

(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

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(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 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 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”).

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

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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.

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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.

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 B, 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.

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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 B to this Agreement for Participant's country. Moreover, if Participant relocates to one of the countries included in the Appendix B, 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 and B attached hereto constitute part of this Agreement.

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 and B) 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.

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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 and B) and the Plan. Participant has reviewed and fully understands all provisions of this Agreement (including Appendices A and B) 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

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Appendix A

Definitions

“EBITDA” means Con-way consolidated Operating Income (Loss) plus Depreciation and Amortization determined on a "US GAAP basis," adjusted for asset impairments pursuant to FASB Codification topics 350 and 360, restructuring charges pursuant to topic 420 (limited to those adjustments in excess of $1.0 million per event during the relevant calendar year), 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.

“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

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Appendix B

CON-WAY INC. 2012 EQUITY AND INCENTIVE PLAN

GLOBAL PERFORMANCE SHARE PLAN UNIT GRANT AGREEMENT

COUNTRY-SPECIFIC PROVISIONS

Terms and Conditions

This Appendix B includes additional terms and conditions that govern the Performance Share Plan Units granted to Participant under the Con-way Inc. 2012 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 B 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 B 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 December 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 B 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.

CANADA

Terms and Conditions

Termination of Employment. This provision replaces section 9(j) “Nature of Grant” of the Agreement:

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(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 Restricted Stock Units under the Plan, if any, will terminate as of the earlier of (i) the date Participant is no longer actively providing Continuous Service as set forth in Section 4 of the Agreement or (ii) the date Participant receives notice of termination of employment from the Company or the Employer and will not be extended by any notice period (e.g., Participant's period of service 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 actively providing Continuous Service for purposes of the Restricted Stock Units.

Notifications

Securities Law Information. Participant is permitted to sell shares of Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the resale of shares of Stock acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the stock is listed. The stock is currently listed on the New York Stock Exchange.

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

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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 an Affiliate. Please be aware that the contents of the Agreement, including Appendix A and this Appendix B, 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 Performance Share Plan Units are intended only for the personal use of each eligible employee of the Employer, the Company or any 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 Appendix A and this Appendix B, or the Plan, Participant should obtain independent professional advice.

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.

B-3

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., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., or Servicios Con-way 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.

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 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 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.

B-4

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., Menlo Worldwide Mexico, S. de R.L. de C.V., Servicios Menlo Worldwide, S. de R.L. de C.V., Con-way Mexico, S. de R.L. de C.V., o Servicios Con-way 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 Afiliadas no son responsables por cualquier detrimento en el valor de las acciones que integran las Performance Share Plan 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.

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 an Affiliate in the Netherlands who has inside information as described herein.

B-5

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

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.

Insider Trading Notification. The Participant should be aware of the Singaporean insider trading rules, which may impact the Participant's acquisition or disposal of shares of Stock or rights to shares of Stock under the Plan.  Under the Singaporean insider trading rules, the Participant is prohibited from acquiring or selling shares of Stock or rights to shares of Stock (e.g., Performance Share Plan Units under the Plan) when the Participant is in possession of information that is not generally available and that the Participant knows or should know will have a material effect on the price of shares of Stock once such information is generally available.

B-6

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 and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit.

B-7

EX-10.3

Exhibit 10.3

Con-way Inc.

Executive Incentive Plan

Con-way Inc.

Executive Incentive Plan

Table of Contents

Page

1. Purpose; EIP; Administration; Claims...............................................................1

2. Definitions.........................................................................................................1

3. Eligibility............................................................................................................4

4. Establishment of Awards..................................................................................4

5. Vesting..............................................................................................................6

6. Amount of Award Payout..................................................................................7

7. Payment of Award............................................................................................7

8. Amendment; Termination.................................................................................9

9. Code Section 409A Compliance......................................................................9

10. Effective Date..................................................................................................9

1)Purpose; EIP; Administration; Claims.

(a) Purpose. This purpose of this Con-way Inc. Executive Incentive Plan (the “XIP”) is to advance the interests of the Company and its shareholders by providing certain of its Executives with annual incentive compensation which is tied to the achievement of pre-established and objective performance goals.

(b) The EIP. Section 12 of the EIP (defined below) authorizes the Committee to grant Awards pursuant to the Annual Incentive Compensation Program in the form of Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the EIP. The XIP applies to Executives selected as Participants and, for those Executives, the XIP implements Section 12 of the EIP. The XIP is subject to the applicable terms and provisions of the EIP, as amended from time to time, including without limitation (i) Section 3 (Administration), (ii) Section 4 (Eligibility), (iii) Section 12 (Annual Incentive Compensation Program), (iv) Section 13 (Other Stock-Based or Cash-Based Awards), (v) Section 15 (Claims Procedures), and (vi) Section 16 (General Provisions), but excluding Section 14 (Change in Control Provisions). Terms used herein without definition shall have the meanings given to them in the EIP.

(c) Administration. The XIP is administered by the Committee, pursuant to authority specified in Section 3 of the EIP. The Committee has delegated certain administrative authority to the CEO, as described in this XIP.

(d) Claims. In the event that any person believes that she or he is not receiving the full benefits to which she or he is entitled under the XIP, such person may file a claim pursuant to the claims procedures set forth in Section 15 of the EIP.

2) Definitions.

For purposes of the XIP, the following terms shall be defined as set forth below:

“Active Regular Employee” means an employee who (i) is actively employed as an Employee by the Company, a Business Unit or an Affiliate or (ii) is on an authorized medical, disability or other leave from the Company, a Business Unit or an Affiliate.

“Affiliate” is defined in Section 2 of the EIP and, for purposes of this XIP, includes a Subsidiary as defined in Section 2 of the EIP.

“Annual Compensation” means, for any Participant in any calendar year, the base salary paid during the calendar year (or portion thereof) in which the Participant was a participant in this XIP (as included in the employee's W-2 for that calendar year or, in the case of international employees, the required tax year reporting documentation). Annual Compensation does not include (i) any base salary paid during any portion of the calendar year (if any) in which Participant was not a participant in this XIP or (ii) any other form of compensation, including, for example, special bonus payments or any other special compensation, payments under short and long term disability plans, in-service withdrawals of deferred compensation, or any other compensation. To the extent that a Participant elects to defer any portion of annual base salary, Annual Compensation is computed without regard to such deferral.

1

“Award” is defined in Section 2 of the EIP but for purposes of this XIP shall be limited to an Other Cash-Based Award granted hereunder.

“Award Payout” means the amount, if any, that is paid to a Participant as determined pursuant to Section 6 of this XIP.

“Board” is defined in Section 2 of the EIP.

“Business Unit” means (i) the Company, (ii) an Affiliate, and (iii) a division of the Company or an Affiliate. The term “Business Unit” is also defined in Section 2 of the EIP, but that definition does not apply to the XIP.

“CEO” means the Company's Chief Executive Officer.

“Committee” is defined in Section 2 of the EIP.

“Company” means Con-way Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

“Covered Employee” is defined in Section 2 of the EIP.

“Designated Executives” means the following Executives: the CEO, the Section 16 Officers and each non-Section 16 Officer who reports directly to the CEO.

“Effective Date” is defined in Section 10 of this XIP.

“EIP” means the shareholder-approved Con-way Inc. 2012 Equity and Incentive Plan, as amended from time to time, or any successor plan.

“Employee” means any employee of the Company, a Business Unit or an Affiliate. Under no circumstances shall an individual who performs services for the Company, a Business Unit or an Affiliate, but who is not classified on the payroll of such entity as an employee (for example, an individual performing services for the Company, a Business Unit or an Affiliate pursuant to a leasing or consulting agreement), be treated as an Employee even if such individual qualifies as an “employee” of such entity by virtue of common law principles or the leased employee rules under ode section 414(n). Further, if an individual performing services for the Company, a Business Unit or an Affiliate is retroactively classified as an employee of such entity for any reason (whether pursuant to a court order, settlement negotiation, arbitration, mediation, government agency reclassification or otherwise), such reclassified individual shall not be treated as an Employee for purposes of the XIP for any period prior to the actual date (and not the effective date) of such reclassification.

2

“Employer” means, as to any Participant, the Company or Affiliate of the Company that employs the Participant.

“Executive” means an Employee who occupies a position that has been classified within the Company's executive-level salary grade structure.

“Incentive Performance Goal” means a Performance Goal established by the Committee to apply to an Award, pursuant to Section 4 of this XIP.

“Maximum Payment Goal” means the amount or percentage of an Incentive Performance Goal that, with respect to that Incentive Performance Goal, must be achieved to produce an Award Payout equal to 200% of the Target Payment Goal.

“Minimum Payment Goal” means the amount or percentage of an Incentive Performance Goal that, with respect to that Incentive Performance Goal, must be achieved in order to have the first dollar of an Award Payout become payable.

“Participant” means an Executive who, pursuant to Section 3 of this XIP, has been designated by the Committee or its delegate to receive an Award with respect to a given calendar year. Participants are also Grantees, as that term is defined in Section 2 of the EIP.

“Participation Percentage” means the percentage of Annual Compensation assigned to a Participant for purposes of this XIP, pursuant to Section 4.

“Performance Goal” has the meaning given to that term in the EIP.

“Plan Administrator” means the Committee or any person or persons to whom the Committee delegates its authority or any portion thereof.

“Section 16 Officer” means a Company officer who is required to comply with Section 16 of the Securities Exchange Act of 1934, as of the relevant date specified in this XIP.

“Target Payment Goal” means the amount or percentage of an Incentive Performance Goal that, with respect to that Incentive Performance Goal, must be achieved to have an Award Payout equal to a Participant's Annual Compensation times the Participant's Participation Percentage.

“Terminated for Cause” means, with respect to any Participant, that the Participant's employment has been terminated for cause as memorialized in the Company's human resources information system or other applicable employee recordkeeping system.

3

“XIP” means this Con-way Inc. Executive Incentive Plan, as amended from time to time.

3) Eligibility.

(a) Designation. Unless the Committee determines otherwise, all Executives employed by the Company and its Business Units and Affiliates as of January 1 of a calendar year (other than Executives who receive an award under the EICP for that calendar year) shall be eligible to participate in the XIP for that calendar year. In addition, all Executive-level Employees who first become Executives, through hire or promotion, during a calendar year, and executives who transfer between Business Units as contemplated by Section 4 of this XIP, shall be eligible to participate in the XIP unless the CEO determines otherwise. The Company shall maintain in its records a list of Participants designated by the Committee, or by the CEO, for each Business Unit for each calendar year.

(b) Other Eligibility Requirements; Commencement and Cessation of Participation. Unless otherwise determined by the Plan Administrator, Participants must be Active Regular Employees. Executives eligible to participate in the XIP as of January 1 of a calendar year shall commence participation on that date. Employees who first become Executives, through hire or promotion, during a calendar year, and who as a result of such hire or promotion become eligible to participate in the XIP, shall commence participation on the date that they become an Executive. Except as otherwise provided in Section 5, a Participant who ceases to serve as an Executive during a calendar year shall no longer be eligible to participate in this XIP effective on the date that he or she ceases to serve as an Executive.

4) Establishment of Awards.

(a) Awards. For each calendar year during the term of this XIP, each Executive who is a Participant during that calendar year shall receive an Award hereunder, on the terms and subject to the conditions hereof.

(b) Incentive Performance Goals. For each calendar year, and not later than ninety (90) days following the commencement of that calendar year, the Committee shall, for each of the Participants who are Designated Executives during that calendar year, and the CEO shall, for each of the other Participants, establish one or more Incentive Performance Goal(s) to apply to the Participant's Award. In establishing the Participant's Award, the Committee or CEO, as the case may be, shall: (A) assign one or more Incentive Performance Goals to apply to the Participant's Award, (B) establish a percentage goal weight for each assigned Incentive Performance Goal and (C) designate whether the Participant's Award Payout is to be based in whole or in part upon the performance of the Business Unit in which the Participant is employed or one or more other Business Units. The terms and conditions applicable to Participants for a calendar year need not be identical, even within Business Units. The percentage goal weights for the Incentive Performance Goals assigned to a Participant shall add to 100%.

4

Incentive Performance Goals established under this XIP may include any goal that falls within the definition of Performance Goal in the EIP. Subject to the requirement set forth in the preceding sentence, possible Incentive Performance Goals may include, but are not limited to, the following:

• earnings before interest and taxes

• other profit measures

• cash flow

• sales or revenues

• return on equity, assets, capital or investment

• earnings or book value per share

• operating or administrative expense in the absolute or as a percent of revenue

• working capital

• accounts receivable goal

• days sales outstanding

• (gross) contribution margin

• safety (accidents)

• operational efficiency factors (e.g., shipments per paid claim, dollars per paid claim, reship percentage, trailer efficiency, fuel efficiency, etc.)

Each Incentive Performance Goal may be determined with respect to the Company or a Business Unit on a consolidated or unconsolidated basis.

(c) Participation Percentage. Unless otherwise determined by the Plan Administrator, each Participant's Participation Percentage for each calendar year shall be the Participation Percentage applicable to Executives in the executive level salary grade to which the Participant is assigned at the time the Plan Administrator establishes Incentive Performance Goals for the calendar year. Executives who become Participants in this XIP during the year as provided in Section 3 shall have the same Participation Percentage as other Participants in the same salary grade level. For Participants who are promoted during a calendar year to a salary grade which has been assigned a higher or lower Participation Percentage, such Participant's Award Payout shall be determined based on the respective amounts of Annual Compensation earned while each Participation Percentage was applicable to such Participant.

5

(d) Percentage Achievement. For each calendar year, for each Incentive Performance Goal, the Plan Administrator shall set a Minimum Payment Goal, a Target Payment Goal, and a Maximum Payment Goal and may set intermediate levels and assign intermediate percentage factors to such levels. If the achievement of that Incentive Performance Goal is at or below the Minimum Payment Goal, the percentage achievement shall be zero, and no Award Payout shall be earned or paid with respect to that Incentive Performance Goal. If the achievement of that Incentive Performance Goal is between levels, the percentage achievement shall be earned ratably, determined by straight line interpolation, for accomplishment between the next lower level and the next higher level. If the achievement is above the Maximum Payment Goal, the percentage achievement shall equal 200%. In no event shall any Participant's total Award Payout (based on all applicable Incentive Performance Goals), exceed an amount equal to 200% of the product of the Participant's Annual Compensation times the Participant's Participation Percentage.

(e) Transfers between Business Units Subject to XIP. If a Participant transfers from one Business Unit to another Business Unit during a calendar year, the Participant's Award Payout shall be based in part on the performance of each Business Unit that employs the Participant during that calendar year. The Award Payout shall be determined by taking into account, for each such Business Unit, (i) the Annual Compensation earned while employed by that Business Unit; (ii) the achievement of the Incentive Performance Goals applicable to Awards made to Executives employed by that Business Unit, and (iii) the Participation Percentage applicable to Participant while employed by the Business Unit, and the total Award Payout shall be equal to the sum of the Award Payouts determined with respect to each Business Unit.

5)Vesting.

Subject to the following exceptions, no Participant shall receive an Award Payout under the XIP unless on the date that the payment is actually made the Participant is then currently (i) employed by the Company or an Affiliate and (ii) a Participant.

(a) Exception 1. A Participant who is employed by the Company or an Affiliate through December 31 of a calendar year but who subsequently leaves that employment or otherwise becomes ineligible after December 31 but before the sole or final payment is made relating to that calendar year, as provided in Section 7, shall be entitled to receive an Award Payout with respect to such calendar year, unless the Participant is Terminated for Cause prior to the date that Award Payouts are made to Participants.

6

(b) Exception 2. A payment based on the Annual Compensation earned while a Participant was eligible to participate in the calendar year will be made, as provided in Section 7, to (i) a Participant who terminates their employment after reaching age 55 with at least 10 years of service (which shall be considered “retirement” for purposes of this XIP), (ii) the heirs, legatees, administrators or executors of a Participant who dies during the calendar year and who, at the time of death, was a Participant, (iii) a Participant who is placed on an approved leave during the calendar year, and (iv) a Participant who ceases to serve as an Executive during the calendar year but remains an Active Regular Employee; in each case unless the Participant is Terminated for Cause prior to the date that Award Payouts are made to Participants.

In case of doubt, the Plan Administrator shall determine whether or not cause exists, in its sole discretion, using whatever standard it deems appropriate.

6)Amount of Award Payout.

Award Payouts. Subject to the other provisions of this XIP, a Participant's Award Payout for a calendar year shall be equal to the sum of the products of, for each assigned Incentive Performance Goal:

(a)the Participant's Annual Compensation, multiplied by

(b)the Participant's Participation Percentage, multiplied by

(c) the percentage achievement of the Incentive Performance Goal, multiplied by

(d)the percentage goal weight for the Incentive Performance Goal.

7) Payment of Award.

(a) Payment. Subject to the other provisions of this Section 7, the Award Payout with respect to a calendar year shall be paid in cash to each Participant as soon as administratively practicable following completion of the annual audit of the Company's financial statements for that calendar year by the Company's outside auditors and, for Participants who are Covered Employees, after written certification by the Committee that the Incentive Performance Goal and other material terms of the Award for the calendar year have been satisfied, and the amount of the Award Payout has been finally determined, but in no event later than March 15 of the following calendar year. Participants who retire during the calendar year and who, pursuant to Section 5 above, are entitled to receive Award Payouts for that calendar year will receive the payouts at the same time as other Participants receive their Award Payouts.

7

With respect to the foregoing Committee certification requirement, approved written minutes of the Committee meeting in which the certification is made shall be treated as written certification.

(b) Death. In the event of a Participant's death, the Award Payout payable in paragraph (a) above with respect to a Participant for a calendar year shall be paid to the Participant's Beneficiary. "Beneficiary" means the person or persons designated by the Participant pursuant to a beneficiary designation form properly completed and delivered to the Senior Vice President of Human Resources of the Company. If no such beneficiary designation form is in effect, then the Beneficiary shall be the beneficiary designated by Participant under the Con-way Retirement Savings Plan. In the event the Participant fails to designate a Beneficiary under such plan, then the Participant's Beneficiary will be the Participant's estate.

(c) Adjustments. In the event that the Committee determines that (i) the Award Payout payable to one or more Participants for a calendar year has been or is likely to be materially affected as a result of events or circumstances that were unanticipated at the beginning of the calendar year and/or extraordinary in nature and (ii) the goals of the XIP would be frustrated if adjustments were not made to such Award Payouts, then the Committee, in its sole discretion, may make such adjustments applicable to the Performance Goals or to such Award Payouts as it deems appropriate, which adjustments may have the effect of increasing or decreasing the amount of the Award Payouts otherwise payable pursuant to the XIP; provided, however, that if the Committee intends that the deduction for payment of an Award to a Covered Employee not be limited or eliminated by application of Section 162(m) of the Code, then the Committee shall not make any such adjustment which would increase the payment with respect to such Award unless such adjustment is not inconsistent with Section 162(m) of the Code.

(d) Clawback Provision. In the event that the financial statements of the Company or a Business Unit are restated following the payment of an Award and that restatement would have changed the Award Payout, the following repayment terms apply to those executives who were Section 16 Officers at the time the payment was made:

(i) In the event a financial statement restatement is required within one year following a payment as a result of errors or omissions, the executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement.

8

(ii) In the event a financial statement restatement is required at any time as a result of fraudulent activities, the executives will be required to repay any amounts that are deemed to have been overpaid based on that restatement for an unlimited period of time.

8)Amendment; Termination.

(a) Amendment and Termination. Subject to and consistent with the requirements of Section 12 of the EIP, the Committee may amend the XIP at any time by notice to the Participants. No amendment shall reduce a Participant's right to receive Award Payout finally awarded but unpaid to such Participant at the time of amendment or termination. No Award shall be granted after the XIP's termination.

(b) Automatic Termination. The XIP will automatically terminate when the EIP expires or is terminated, and the Committee may terminate the XIP at any earlier time. Notwithstanding the termination of the XIP, the Award Payouts for each calendar year then in progress shall be calculated, and be payable, following the completion of each such calendar year, in accordance with the provisions of Sections 5 and 6.

9) Code Section 409A Compliance.It is intended that the Awards are either exempt from the requirements of Code section 409A and regulatory guidance issued thereunder or will satisfy such requirements (in form and operation) so that Award Payouts shall not be included in income under Code section 409A and the XIP will be interpreted and construed in a manner that is consistent with such intent.

10) Effective Date. The effective date of this XIP (“Effective Date”) is January 1, 2013.

Con-way Inc.

By: /s/ Stephen K. Krull

Stephen K. Krull

Executive Vice President, General Counsel and Secretary

Executed: April 22, 2013

9

EX-31.1

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 1, 2013	/s/ Douglas W. Stotlar
	Douglas W. Stotlar
	Chief Executive Officer

EX-31.2

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 1, 2013	/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, 2013 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 1, 2013
/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, 2013 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 1, 2013
/s/ Stephen L. Bruffett
Name:	Stephen L. Bruffett
Title:	Chief Financial Officer

XML

Share-Based Compensation (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accrued liabilities for cash-settled SAR	$ 4.9	$ 3.6
Weighted-average fair value per SAR	$ 12.41	$ 7.43

XML

Principal Accounting Policies (Calculation Of Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accounting Policies [Abstract]
Net Income	$ 14,005	$ 25,646
Weighted-average common shares outstanding	56,096,637	55,703,722
Stock options and nonvested stock	635,335	554,061
Denominator for net income per share	56,731,972	56,257,783
Diluted Earnings per Share:	$ 0.25	$ 0.46
Anit-dilutive securities excluded from the computation of diluted EPS	1,141,137	1,932,324

XML

Shareholders' Equity (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated other comprehensive loss, Beginning of Period	$ (456,461)
Other comprehensive income before reclassification	440	730
Amounts reclassified from accumulated other comprehensive loss	3,102	2,951
Accumulated other comprehensive loss, End of Period	(452,919)
Foreign Currency Translation Adjustment [Member]
Accumulated other comprehensive loss, Beginning of Period	(1,295)
Other comprehensive income before reclassification	440
Accumulated other comprehensive loss, End of Period	(855)
Empoyee Benefit Plans [Member]
Accumulated other comprehensive loss, Beginning of Period	(455,166)
Amounts reclassified from accumulated other comprehensive loss	3,102
Accumulated other comprehensive loss, End of Period	$ (452,064)

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Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Intangible Assets

Goodwill

The following table shows the changes in the gross carrying amounts of goodwill:

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Balance at December 31, 2011
Goodwill	$	55,440		$	464,598		$	727	$	520,765
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,204			329,785			727		337,716
Change in foreign currency exchange rates	448			—			—		448
Balances at December 31, 2012
Goodwill	55,888			464,598			727		521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(135		)	—			—		(135		)
Balances at March 31, 2013
Goodwill	55,753			464,598			727		521,078
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	$	7,517		$	329,785		$	727	$	338,029

Intangible Assets

Intangible assets are amortized on a straight-line basis over their estimated useful life. In the first quarter of 2013, amortization expense related to intangible assets was $0.6 million compared to $0.8 million in the same period of 2012. Intangible assets consisted of the following:

	March 31, 2013				December 31, 2012
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	12,680	$	23,088	$	12,091

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 2013	$	1,767
2014	2,356
2015	2,356
2016	2,356
2017	1,571
2018	—

XML

Segment Reporting (Operating Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Revenues from External Customers	$ 1,336,164	$ 1,366,161
Revenues from Internal Customers	57,335	55,646
Operating Income (Loss)	31,599	55,690
Freight [Member]
Segment Reporting Information [Line Items]
Revenues from External Customers	817,136	818,641
Revenues from Internal Customers	10,400	12,406
Operating Income (Loss)	16,024	34,502
Logistics [Member]
Segment Reporting Information [Line Items]
Revenues from External Customers	378,728	408,801
Revenues from Internal Customers	13,629	10,345
Operating Income (Loss)	6,532	12,294
Truckload [Member]
Segment Reporting Information [Line Items]
Revenues from External Customers	138,349	137,757
Revenues from Internal Customers	18,654	19,566
Operating Income (Loss)	9,955	10,550
Other [Member]
Segment Reporting Information [Line Items]
Revenues from External Customers	1,951	962
Revenues from Internal Customers	14,652	13,329
Operating Income (Loss)	$ (912)	$ (1,656)

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Goodwill And Intangible Assets (Schedule Of Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining nine months of 2013	$ 1,767
2014	2,356
2015	2,356
2016	2,356
2017	1,571
2018	$ 0

XML

Fair-Value Measurements (Summary Of Valuation Of Financial Instruments At Fair-Value) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 345,784	$ 378,266
Current marketable securities		3,200
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	64,592	70,488
Current marketable securities		0
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	281,192	307,778
Current marketable securities		3,200
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Current marketable securities		$ 0

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Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year			$ 55.3
Defined benefit plan employer contribution	8.3
Defined contribution plan expense	$ 13.3	$ 12.9

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Principal Accounting Policies Significant Accounting Policies (Notes)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

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 three reporting segments: Freight, Logistics, and Truckload.

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2012 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,
	2013		2012
Numerator:
Net income	$	14,005	$	25,646
Denominator:
Weighted-average common shares outstanding	56,096,637		55,703,722
Stock options and nonvested stock	635,335		554,061
	56,731,972		56,257,783
Diluted Earnings per Share:	$	0.25	$	0.46
Anti-dilutive securities excluded from the
computation of diluted EPS	1,141,137		1,932,324

New Accounting Standards

In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU, codified in the "Foreign Currency Matters" topic of the FASB Accounting Standards Codification, resolves the differing views in practice about whether the deconsolidation guidance in the "Consolidation" topic of the FASB Accounting Standards Codification impacts the guidance in "Foreign Currency Matters" topic in regard to when to release the cumulative translation adjustment into earnings. Under this ASU, complete or substantially complete liquidation of the foreign entity is required to release the cumulative translation adjustment for transactions occurring within a foreign entity. However, for transactions impacting the parent's investments in a foreign entity, the cumulative translation adjustment should be released into earnings in a manner consistent with the deconsolidation guidance in the "Consolidation" topic. This accounting guidance in ASU 2013-05 will be applied prospectively and will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Con-way does not believe that the standard will have a material effect on its financial statements.

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation.

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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, 2013	Mar. 31, 2012
Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	$ 17,589	$ 17,502
Expected return on plan assets	(22,657)	(21,111)
Amortization of actuarial loss	4,650	4,827
Amortization of prior-service costs	418	3
Net periodic benefit expense	0	1,221
Non-Qualified Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest cost on benefit obligation	804	856
Expected return on plan assets	0	0
Amortization of actuarial loss	279	281
Amortization of prior-service costs	1	0
Net periodic benefit expense	1,084	1,137
Postretirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	429	423
Interest cost on benefit obligation	891	1,021
Amortization of prior service credit	(263)	(302)
Net periodic benefit expense	$ 1,057	$ 1,142

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 404,531	$ 429,784
Marketable securities	0	3,200
Trade accounts receivable, net	615,286	567,097
Other accounts receivable	56,226	43,912
Operating supplies, at lower of average cost or market	24,378	23,180
Prepaid expenses	63,629	49,681
Deferred income taxes	27,237	34,520
Total Current Assets	1,191,287	1,151,374
Property, Plant and Equipment
Land	195,737	195,737
Buildings and leasehold improvements	844,857	840,966
Revenue equipment	1,732,586	1,746,816
Other equipment	331,729	329,730
Total Property, Plant and Equipment	3,104,909	3,113,249
Accumulated depreciation	(1,538,409)	(1,526,648)
Net Property, Plant and Equipment	1,566,500	1,586,601
Other Assets
Deferred charges and other assets	35,168	33,963
Capitalized software, net	20,349	20,365
Employee benefits	11,301	10,951
Intangible assets, net	10,408	10,997
Goodwill	338,029	338,164
Total Noncurrent Assets	415,255	414,440
Total Assets	3,173,042	3,152,415
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	366,652	330,665
Accrued liabilities	228,537	253,209
Self-insurance accruals	105,862	100,828
Short-term borrowings	2,830	6,982
Current maturities of long-term debt and capital leases	15,480	16,008
Total Current Liabilities	719,361	707,692
Long-Term Liabilities
Long-term debt	719,050	719,016
Long-term obligations under capital leases	27,710	30,355
Self-insurance accruals	143,884	143,735
Employee benefits	589,286	603,619
Other liabilities and deferred credits	37,857	32,201
Deferred income taxes	77,521	77,412
Total Liabilities	2,314,669	2,314,030
Commitments and Contingencies (Note 8)
Shareholders' Equity
Common stock, $0.625 par value; authorized 100,000,000 shares; issued 63,946,222 and 63,565,453 shares, respectively	39,942	39,701
Additional paid-in capital, common stock	624,244	614,334
Retained earnings	975,327	966,939
Cost of repurchased common stock (7,644,407 and 7,583,471 shares, respectively)	(328,221)	(326,128)
Accumulated other comprehensive loss	(452,919)	(456,461)
Total Shareholders' Equity	858,373	838,385
Total Liabilities and Shareholders' Equity	$ 3,173,042	$ 3,152,415

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Statements Of Consolidated Comprehensive Income (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Unrealized gain on available-for-sale security, net of deferred tax	$ 0	$ 45,000
Net loss included in net periodic benefit expense or income, net of deferred tax	1,922,000	1,975,000
Amortization of prior service cost or credit included in net periodic benefit expense or income, net of deferred tax	$ 61,000	$ 117,000

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Continuing Operations	16.50%	38.10%
Tax Adjustments, Settlements, and Unusual Provisions	$ 3.4	$ 0.2
Fuel-tax Credits	3.3
Income tax receivables	$ 11.7		$ 6.6

XML

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

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)	2013			2012			2013		2012
Interest cost on benefit obligation	$	17,589		$	17,502		$	804	$	856
Expected return on plan assets	(22,657		)	(21,111		)	—		—
Amortization of actuarial loss	4,650			4,827			279		281
Amortization of prior-service costs	418			3			1		—
Net periodic benefit expense	$	—		$	1,221		$	1,084	$	1,137

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)	2013			2012
Service cost	$	429		$	423
Interest cost on benefit obligation	891			1,021
Amortization of prior-service credit	(263		)	(302		)
Net periodic benefit expense	$	1,057		$	1,142

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Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Specific customer allowance for uncolletible trade accounts receivable gross unpaid amounts	$ 6.1
Specific customer allowance for uncolletible trade accounts receivable allowance recorded	2.3
Specific customer allowance for uncolletible trade accounts receivable net unpaid amounts	$ 3.8

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2013

Shareholders' Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

		Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012		$	(1,295	)	$	(455,166	)	$	(456,461	)
	Other comprehensive income before reclassifications	440			—			440
	Amounts reclassified from accumulated other comprehensive loss	—			3,102			3,102
Balances at March 31, 2013		$	(855	)	$	(452,064	)	$	(452,919	)

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Statements Of Consolidated Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Cash Flows [Abstract]
Cash and Cash Equivalents, Beginning of Period	$ 429,784	$ 438,010
Operating Activities
Net Income	14,005	25,646
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation and amortization, net of accretion	55,673	51,593
Non-cash compensation and employee benefits	9,180	8,720
Increase in deferred income taxes	5,556	15,532
Provision for uncollectible accounts	401	1,158
Loss (Gain) from sales of property, equipment and investment, net	249	(1,450)
Changes in assets and liabilities:
Receivables	(49,353)	(68,093)
Prepaid expenses	(9,307)	(13,482)
Accounts payable	26,290	40,366
Accrued variable compensation	(44,256)	(35,459)
Accrued liabilities, excluding accrued variable compensation and employee benefits	39,831	42,359
Self-insurance accruals	(1,157)	1,009
Accrued income taxes	(5,483)	(4,509)
Employee benefits	(15,675)	(8,236)
Other	1,393	(2,325)
Net Cash Provided by Operating Activities	27,347	52,829
Investing Activities
Capital expenditures	(49,686)	(82,486)
Software expenditures	(960)	(873)
Proceeds from sales of property and equipment	1,396	5,759
Purchases of marketable securities	0	(5,000)
Proceeds from sales of marketable securities	3,200	2,115
Net Cash Used in Investing Activities	(46,050)	(80,485)
Financing Activities
Repayment of capital leases	(3,173)	(4,816)
Net proceeds from (repayments of) short-term borrowings	(4,162)	1,248
Proceeds from exercise of stock options	5,669	279
Excess tax benefit from share-based compensation	733	1,360
Payments of common dividends	(5,617)	(5,579)
Net Cash Used in Financing Activities	(6,550)	(7,508)
Decrease in Cash and Cash Equivalents	(25,253)	(35,164)
Cash and Cash Equivalents, End of Period	404,531	402,846
Supplemental Disclosure
Cash paid for income taxes, net	1,897	3,400
Cash paid for interest, net of amounts capitalized	15,929	16,200
Non-cash Investing and Financing Activities
Revenue equipment acquired through partial non-monetary exchanges	$ 6,394	$ 6,908

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.625	$ 0.625
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	63,946,222	63,565,453
Repurchased common stock, shares	7,644,407	7,583,471

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Principal Accounting Policies

3 Months Ended

Mar. 31, 2013

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 three reporting segments: Freight, Logistics, and Truckload

Basis of Presentation

Basis of Presentation

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and Rule 10-01 of Regulation S-X, and should be read in conjunction with Con-way’s 2012 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")

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,
	2013		2012
Numerator:
Net income	$	14,005	$	25,646
Denominator:
Weighted-average common shares outstanding	56,096,637		55,703,722
Stock options and nonvested stock	635,335		554,061
	56,731,972		56,257,783
Diluted Earnings per Share:	$	0.25	$	0.46
Anti-dilutive securities excluded from the
computation of diluted EPS	1,141,137		1,932,324

New Accounting Standards

New Accounting Standards

In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU, codified in the "Foreign Currency Matters" topic of the FASB Accounting Standards Codification, resolves the differing views in practice about whether the deconsolidation guidance in the "Consolidation" topic of the FASB Accounting Standards Codification impacts the guidance in "Foreign Currency Matters" topic in regard to when to release the cumulative translation adjustment into earnings. Under this ASU, complete or substantially complete liquidation of the foreign entity is required to release the cumulative translation adjustment for transactions occurring within a foreign entity. However, for transactions impacting the parent's investments in a foreign entity, the cumulative translation adjustment should be released into earnings in a manner consistent with the deconsolidation guidance in the "Consolidation" topic. This accounting guidance in ASU 2013-05 will be applied prospectively and will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Con-way does not believe that the standard will have a material effect on its financial statements.

Reclassifications

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation.

XML

Document And Entity Information (USD $)	3 Months Ended
	Mar. 31, 2013	Apr. 30, 2013	Jun. 29, 2012
Document Information [Line Items]
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,658,974,756
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013
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		56,339,759

XML

Principal Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Calculation Of Diluted Earnings Per Share

(Dollars in thousands except per share data)	Three Months Ended March 31,
	2013		2012
Numerator:
Net income	$	14,005	$	25,646
Denominator:
Weighted-average common shares outstanding	56,096,637		55,703,722
Stock options and nonvested stock	635,335		554,061
	56,731,972		56,257,783
Diluted Earnings per Share:	$	0.25	$	0.46
Anti-dilutive securities excluded from the
computation of diluted EPS	1,141,137		1,932,324

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Statements Of Consolidated Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Revenues	$ 1,336,164	$ 1,366,161
Costs and Expenses
Salaries, wages and employee benefits	517,841	522,470
Purchased transportation	348,523	368,051
Other operating expenses	157,697	136,515
Fuel and fuel-related taxes	137,412	143,831
Depreciation and amortization	55,928	51,842
Rents and leases	29,850	28,700
Maintenance	29,332	31,910
Purchased labor	27,982	27,152
Total Costs and Expenses	1,304,565	1,310,471
Operating Income	31,599	55,690
Other Income (Expense)
Investment income	164	235
Interest expense	(13,505)	(13,794)
Miscellaneous, net	(1,483)	(709)
Total Other Expense	(14,824)	(14,268)
Income before Income Tax Provision	16,775	41,422
Income Tax Provision	2,770	15,776
Net Income	$ 14,005	$ 25,646
Weighted-Average Common Shares Outstanding
Basic	56,096,637	55,703,722
Diluted	56,731,972	56,257,783
Earnings per Common Share
Basic	$ 0.25	$ 0.46
Diluted	$ 0.25	$ 0.46

XML

Employee Benefit Plans

3 Months Ended

Mar. 31, 2013

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

In the periods presented, certain 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 2012 Annual Report on Form 10-K for additional information concerning its employee benefit 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 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)	2013			2012			2013		2012
Interest cost on benefit obligation	$	17,589		$	17,502		$	804	$	856
Expected return on plan assets	(22,657		)	(21,111		)	—		—
Amortization of actuarial loss	4,650			4,827			279		281
Amortization of prior-service costs	418			3			1		—
Net periodic benefit expense	$	—		$	1,221		$	1,084	$	1,137

Con-way expects to make contributions of $55.3 million to its Qualified Pension Plans in 2013, including $8.3 million contributed through March 2013. Con-way's estimate of its 2013 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 defined contribution retirement plans was $13.3 million in the first quarter of 2013, compared to $12.9 million in the same period of 2012.

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)	2013			2012
Service cost	$	429		$	423
Interest cost on benefit obligation	891			1,021
Amortization of prior-service credit	(263		)	(302		)
Net periodic benefit expense	$	1,057		$	1,142

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Fair-Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

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, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	345,784	$	64,592	$	281,192	$	—

	December 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	378,266	$	70,488	$	307,778	$	—
Current marketable securities	3,200		—		3,200		—

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, 2013, 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.

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]

	Three Months Ended March 31,
(Dollars in thousands)	2013			2012
Salaries, wages and employee benefits	$	6,031		$	5,062
Deferred income tax benefit	(2,347		)	(1,965		)
Net share-based compensation expense	$	3,684		$	3,097

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Goodwill And Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2013

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Changes In Gross Carrying Amounts Of Goodwill

(Dollars in thousands)	Logistics			Truckload			Corporate and Eliminations		Total
Balance at December 31, 2011
Goodwill	$	55,440		$	464,598		$	727	$	520,765
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,204			329,785			727		337,716
Change in foreign currency exchange rates	448			—			—		448
Balances at December 31, 2012
Goodwill	55,888			464,598			727		521,213
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	7,652			329,785			727		338,164
Change in foreign currency exchange rates	(135		)	—			—		(135		)
Balances at March 31, 2013
Goodwill	55,753			464,598			727		521,078
Accumulated impairment losses	(48,236		)	(134,813		)	—		(183,049		)
	$	7,517		$	329,785		$	727	$	338,029

Schedule Of Intangible Assets

	March 31, 2013				December 31, 2012
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	23,088	$	12,680	$	23,088	$	12,091

Schedule Of Estimated Amortization Expense

(Dollars in thousands)
Year ending December 31:
Remaining nine months of 2013	$	1,767
2014	2,356
2015	2,356
2016	2,356
2017	1,571
2018	—

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Outsourcing Contracts

Con-way has agreements with third-party service providers to outsource a significant portion of its information-technologyinfrastructure function and a small portion of its administrative and accounting functions. The payments under the terms of theagreements are subject to change depending on the quantities and types of services consumed. The contracts also containprovisions that allow Con-way to terminate the contract at any time; however, Con-way would be required to pay additionalfees if termination is for causes other than the failure of the service providers to perform.

California Wage and Hour

Con-way is a defendant in several class action lawsuits alleging violations of the state of California's wage and hour laws. Plaintiffs allege that Con-way failed to pay certain drivers for all compensable time and that certain other drivers were not provided with required meal breaks and rest breaks. Plaintiffs seek to recover unspecified monetary damages, penalties, interest and attorneys' fees. The two primary cases are Jorge R. Quezada v. Con-way Inc., dba Con-way Freight, (the "Quezada" case), and Jose AlbertoFonseca Pina, et al, v. Con-way Freight Inc., et al. (the "Pina" case). The Quezada case was initially filed in February 2009 in San Mateo County Superior Court, and was removed to the U.S. District Court of California, Northern District. The Pina case was initially filed in November 2009 in Monterey County Superior Court and was removed to the U.S. District Court of California, Northern District. By agreement of the parties, in March 2010, the Pina case and the Quezada case were deemed related and transferred to the same judge. On April 12, 2012, the Court granted Plaintiff's request for class certification in the Pina case as to a limited number of issues. On October 15, 2012, the Court granted Plaintiffs' request for class certification in the Quezada case and granted summary judgment as to certain issues. Con-way has denied any liability with respect to these claims and intends to vigorously defend itself in this case. Con-way plans to appeal the class certification and summary judgment rulings. Given the nature and status of the claims, Con-way cannot yet determine the amount or a reasonable range of potential loss, if any.

Menlo Worldwide Logistics Receivable Dispute

Menlo Worldwide Logistics ("Menlo") filed for and received an asset preservation order from the Ningxia High Court in China in April of 2013 in connection with an unpaid accounts receivable balance.  The order secures customer's assets for the equivalent unpaid accounts receivable balance.  Following the customer's failure to pay $6.1 million within agreed upon terms, Menlo, in the fourth quarter of 2012 recorded an allowance of $2.3 million leaving a remaining balance of$3.8 million. In connection with that, Menlo seized coal inventory and the customer provided two shareholder's personal guarantees to Menlo in the event the customer fails to pay any or all the unpaid accounts receivable balance after selling all its assets including the coal inventory.  Menlo's ability to settle the remaining receivable balance is dependent on the amount of proceeds realized from a sale of the coal inventory, any assets of the customer and the two personal guarantors.  

Other

Con-way is a defendant in various other lawsuits incidental to its businesses. It is the opinion of management that the ultimate outcome of these actions will not have a material effect on Con-way's financial condition, results of operations or cash flows.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

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 nonvested stock (also known as restricted stock), performance-share plan units, stock options and stock appreciation rights ("SARs"). See Note 11, “Share-Based Compensation,” of Item 8, “Financial Statements and Supplementary Data,” in Con-way’s 2012 Annual Report on Form 10-K for additional information concerning its share-based compensation awards.

The following expense was recognized for share-based compensation:

	Three Months Ended March 31,
(Dollars in thousands)	2013			2012
Salaries, wages and employee benefits	$	6,031		$	5,062
Deferred income tax benefit	(2,347		)	(1,965		)
Net share-based compensation expense	$	3,684		$	3,097

At March 31, 2013 and December 31, 2012, Con-way had recognized accrued liabilities for cash-settled SARs of $4.9 million and $3.6 million, respectively, using a weighted-average fair value per SAR of $12.41 and $7.43, respectively.

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Income Taxes Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Con-way's first-quarter effective tax rate in 2013 was 16.5%, compared to the first-quarter 2012 effective tax rate of 38.1%. Significant variations in the customary relationship between income tax expense and pretax income are largely due to discrete adjustments. The 2013 tax rate was impacted by a $3.4 millionbenefit for discrete adjustments, mainly the result of a $3.3 million benefit for the alternative-fuel tax credits for 2012 that were recognized in the first quarter of 2013 because of a retroactive change to tax laws. The 2012 tax rate reflects a $0.2 millionbenefit for discrete adjustments.

Other accounts receivable in the consolidated balance sheets include income tax receivables of $11.7 million and $6.6 million at March 31, 2013 and December 31, 2012, respectively.

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Shareholders' Equity (Notes)

3 Months Ended

Mar. 31, 2013

Shareholders' Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Accumulated Other Comprehensive Loss

All changes in equity, except those resulting from investments by owners and distributions to owners, are reported in the statements of consolidated comprehensive income.

In the first quarter of 2013, Con-way adopted ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This ASU, codified in the “Comprehensive Income” topic of the FASB Accounting Standards Codification, requires additional disclosures about the amounts reclassified out of other comprehensive income and the changes in the balances for each component of comprehensive income or loss included in accumulated other comprehensive loss. In 2012, Con-way adopted related “Comprehensive Income” standards by presenting the components of other comprehensive income (loss) in the statements of consolidated comprehensive income (loss), including separate disclosure of reclassification adjustments.

The following is a summary of the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss:

		Foreign Currency Translation Adjustment			Employee Benefit Plans			Total
Balances at December 31, 2012		$	(1,295	)	$	(455,166	)	$	(456,461	)
	Other comprehensive income before reclassifications	440			—			440
	Amounts reclassified from accumulated other comprehensive loss	—			3,102			3,102
Balances at March 31, 2013		$	(855	)	$	(452,064	)	$	(452,919	)

See Note 5, “Employee Benefit Plans” for additional information concerning Con-way's employee benefit plans, including amounts reported for net periodic benefit expense.

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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, 2013	Mar. 31, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Salaries, wages and employee benefits	$ 6,031	$ 5,062
Deferred income tax benefit	(2,347)	(1,965)
Net share-based compensation expense	$ 3,684	$ 3,097

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Fair-Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Summary Of Valuation Of Financial Instruments At Fair-Value

	March 31, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	345,784	$	64,592	$	281,192	$	—

	December 31, 2012
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Cash equivalents	$	378,266	$	70,488	$	307,778	$	—
Current marketable securities	3,200		—		3,200		—

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Goodwill And Intangible Assets (Schedule Of Changes In Gross Carrying Amounts Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Goodwill	$ 521,078	$ 521,213	$ 520,765
Accumulated impairment losses	(183,049)	(183,049)	(183,049)
Total Goodwill	338,029	338,164	337,716
Change in foreign currency exchange rates	(135)	448
Logistics [Member]
Goodwill [Line Items]
Goodwill	55,753	55,888	55,440
Accumulated impairment losses	(48,236)	(48,236)	(48,236)
Total Goodwill	7,517	7,652	7,204
Change in foreign currency exchange rates	(135)	448
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
Change in foreign currency exchange rates	0	0
Other [Member]
Goodwill [Line Items]
Goodwill	727	727	727
Accumulated impairment losses	0	0	0
Total Goodwill	727	727	727
Change in foreign currency exchange rates	$ 0	$ 0

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Statements Of Consolidated Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Other Comprehensive Income [Abstract]
Net Income	$ 14,005	$ 25,646
Other Comprehensive Income (Loss):
Foreign currency translation adjustment	440	730
Unrealized gain on available-for-sale security, net of deferred tax of $0 and $45, respectively	0	70
Employee benefit plans (Note 5)
Net loss included in net periodic benefit expense or income, net of deferred tax of $1,922 and $1,975, respectively	3,007	3,133
Amortization of prior service cost or credit included in net periodic benefit expense or income, net of deferred tax of $61 and $117, respectively	95	(182)
Employee benefit plans	3,102	2,951
Total Other Comprehensive Income	3,542	3,751
Comprehensive Income	$ 17,547	$ 29,397

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Segment Reporting

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

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 three 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.

In prior periods, the Other reporting segment consisted 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. Beginning in the first quarter of 2013, the former Other segment was reported as Corporate and Eliminations in order to reconcile the segment results to the consolidated totals. All periods presented reflect this change to the reporting segment structure.

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. Beginning in the first quarter of 2013, defined benefit pension plan costs were no longer allocated from Corporate to the reporting segments. The amount of defined benefit pension cost retained in Corporate and Eliminations for the three months ended March 31, 2013 was $1.1 million. For the three months ended March 31, 2012, $2.4 million of defined benefit pension cost was allocated from Corporate to the three reporting segments. 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,
	2013			2012
Revenues from External Customers
Freight	$	817,136		$	818,641
Logistics	378,728			408,801
Truckload	138,349			137,757
Corporate and Eliminations	1,951			962
	$	1,336,164		$	1,366,161
Revenues from Internal Customers
Freight	$	10,400		$	12,406
Logistics	13,629			10,345
Truckload	18,654			19,566
Corporate and Eliminations	14,652			13,329
	$	57,335		$	55,646
Operating Income (Loss)
Freight	$	16,024		$	34,502
Logistics	6,532			12,294
Truckload	9,955			10,550
Corporate and Eliminations	(912		)	(1,656		)
	$	31,599		$	55,690

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Goodwill And Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Customer Relationships [Member]	Dec. 31, 2012 Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 600,000	$ 800,000
Gross Carrying Amount			23,088,000	23,088,000
Accumulated Amortization			$ 12,680,000	$ 12,091,000

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

(Dollars in thousands)	Three Months Ended March 31,
	2013			2012
Revenues from External Customers
Freight	$	817,136		$	818,641
Logistics	378,728			408,801
Truckload	138,349			137,757
Corporate and Eliminations	1,951			962
	$	1,336,164		$	1,366,161
Revenues from Internal Customers
Freight	$	10,400		$	12,406
Logistics	13,629			10,345
Truckload	18,654			19,566
Corporate and Eliminations	14,652			13,329
	$	57,335		$	55,646
Operating Income (Loss)
Freight	$	16,024		$	34,502
Logistics	6,532			12,294
Truckload	9,955			10,550
Corporate and Eliminations	(912		)	(1,656		)
	$	31,599		$	55,690